S-4

As filed with the Securities and Exchange Commission on June 15, 2012

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PSS WORLD MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Florida	5047	59-2280364
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

SEE TABLE OF ADDITIONAL REGISTRANTS ON THE FOLLOWING PAGE

(Exact name of registrant as specified in its charter)

4345 Southpoint Blvd.

Jacksonville, Florida 32216

Telephone: (904) 332-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joshua DeRienzis

Vice President, General Counsel and Corporate Secretary

PSS World Medical, Inc.

4345 Southpoint Blvd.

Jacksonville, Florida 32216

Telephone: (904) 332-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David E. Brown, Jr. Alston & Bird LLP 950 F Street, NW Washington, DC 20004 Telephone: (202) 239-3300 Facsimile: (202) 239-3333 Sarah E. Ernst Alston & Bird LLP 1201 West Peachtree Street Atlanta, GA 30309 Telephone: (404) 881-7000 Facsimile: (404) 881-7777

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price	Amount of registration fee(2)
6.375% Senior Notes due 2022	$250,000,000	100%	$250,000,000	$28,650
Guarantees of 6.375% Senior Notes due 2022(3)	$250,000,000	—	—	—

(1) Exclusive of accrued interest, if any, and estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.

(2) Calculated in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended.

(3) See Table of Additional Registrants on the following page for a list of the guarantors. No separate consideration will be received for the guarantees, and pursuant to Rule 457(n), no separate fee is payable with regard to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

The following subsidiaries of PSS World Medical, Inc. will guarantee the 6.375% Senior Notes due 2022 and are co-registrants:

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	IRS Employer Identification Number
Ancillary Management Solutions, Inc.	Tennessee	62-1833333
Blue Medical Supply, Inc.	Delaware	20-4813472
BottomLine Medical Solutions, LLC	Delaware	45-3024358
Cascade Medical Supply, Inc.	Washington	90-0036192
ClaimOne, LLC	Delaware	90-0608013
Dispensing Solutions Acquisition Corp.	California	33-0964486
Dispensing Solutions, Inc.	Delaware	33-0953266
DS Holdings, Inc.	Delaware	33-0970543
DSRx, Inc.	California	33-0967919
Federal Medical Supplies, Inc.	Georgia	58-1835450
Gulf South Medical Supply, Inc.	Delaware	64-0831411
Infolab, LLC	Delaware	45-5122506
Keltman Pharmaceuticals, Inc.	Mississippi	83-0367171
Linear Holdings, LLC	Delaware	80-0641389
Linear Medical Solutions, LLC	Delaware	90-0608024
Physician Sales & Service, Inc.	Florida	59-3500395
Physician Sales & Service Limited Partnership	Florida	59-3475763
POC Management Group, LLC	California	20-2189785
ProClaim, Inc.	Tennessee	62-1524115
PSS Holding, Inc.	Florida	59-3524572
PSS Service, Inc.	Florida	59-3448733
Rebel Distributors Corp.	California	95-3903621
Scrip Pak, LLC	Florida	27-3330548
Stat Rx USA, LLC	Delaware	80-0641379
Theratech, Inc.	Tennessee	62-1649802
ThriftyMed, Inc.	Florida	59-3498715
World Medical Government Solutions, LLC	Delaware	45-4365099
WorldMed Shared Services, Inc.	Florida	32-0110790

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated     , 2012

PROSPECTUS

PSS WORLD MEDICAL, INC.

Offer to exchange

$250,000,000 aggregate principal amount of

outstanding 6.375% Senior Notes due 2022

for $250,000,000 aggregate principal amount of

newly issued, registered 6.375% Senior Notes due 2022

The exchange offer will expire at 5:00 p.m.,

New York City time, on             , 2012, unless extended.

We are offering to exchange $250,000,000 aggregate principal amount of 6.375% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) and which we refer to in this prospectus as the “new notes”, for all $250,000,000 aggregate principal amount of outstanding unregistered 6.375% Senior Notes due 2022, which we refer to in this prospectus as the “old notes”. We refer to the new notes and the old notes collectively in this prospectus as the “notes”.

Terms of the new notes:

• The terms of the new notes are substantially identical to the terms of the old notes, except that the new notes will be registered under the Securities Act and will not be subject to the transfer restrictions and registration rights relating to the old notes.

• We will pay interest on the new notes on each March 1 and September 1, beginning September 1, 2012.

• The new notes will be fully and unconditionally guaranteed by each of our subsidiaries that guarantee any of our other indebtedness.

• There is no established trading market for the new notes or the old notes.

Terms of the exchange offer:

• Subject to the terms of the exchange offer, we will exchange new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

• You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

• The exchange of old notes for new notes generally will not be a taxable transaction for U.S. federal income tax purposes. See “Certain United States Federal Income Tax Consequences” for more information.

• We will not receive any proceeds from the exchange offer.

• We are offering the new notes pursuant to a registration rights agreement we entered into in connection with the issuance of the old notes.

Investing in the new notes involves risk. See “Risk Factors” beginning on page 9 for a discussion of risks that you should consider prior to tendering your old notes in the exchange offer.

Neither the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is             , 2012.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
SUMMARY	1
SUMMARY OF THE EXCHANGE OFFER	3
SUMMARY OF THE NEW NOTES	6
RISK FACTORS	9
USE OF PROCEEDS	15
RATIO OF EARNINGS TO FIXED CHARGES	16
THE EXCHANGE OFFER	17
DESCRIPTION OF THE NEW NOTES	25
DESCRIPTION OF certain other indebtedness	71
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	73
PLAN OF DISTRIBUTION	77
LEGAL MATTERS	78
EXPERTS	78
WHERE YOU CAN FIND MORE INFORMATION	78

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to exchange and issue the new notes in any jurisdiction where the offer or exchange is not permitted. The information contained in this prospectus is accurate only as of the date on the cover of this prospectus, regardless of the time of delivery of this prospectus or any issuance of the new notes.

References in this prospectus to “PSS World Medical,” “PSSI,” the “Company,” “we,” “us” and “our” refer to PSS World Medical, Inc. and its subsidiaries on a consolidated basis, except as otherwise indicated.

This prospectus incorporates by reference important business and financial information about the Company that is not included in or delivered with this prospectus. This information is available without charge to any person to whom this prospectus is delivered, upon written or oral request, directed to: PSS World Medical, Inc., Attention: Secretary, 4345 Southpoint Blvd., Jacksonville, Florida 32216, telephone number (904) 332-3000. In order to obtain timely delivery, you must request the information no later than             , 2012, which is five business days prior to the expiration date of the exchange offer.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements reflect our plans, beliefs, and current views with respect to, among other things, future events and financial performance. All statements regarding the Company and our subsidiaries (including subsidiaries that are limited liability companies and limited partnerships), other than statements that are purely historical, are forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “mission,” “purpose,” “believes,” “seeks,” “estimates,” “may,” “could,” and similar expressions also identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from historical earnings and those currently anticipated or projected. Important factors that could cause actual results to differ materially from those contemplated in such forward-looking statements include, among others, the following:

• a change in interpretation by the Commission staff affecting the transferability of the new notes;

• adverse impacts or disruptions caused by the Company’s recently announced restructuring plans;

• reductions in healthcare spending;

• increased competition for the Company’s products;

and other risks discussed in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2012, which is incorporated by reference into this prospectus, and under the heading “Risk Factors” beginning on page 9 of this prospectus. We caution you not to place undue reliance on any forward-looking statements, which speak only of the date made. We assume no obligation, and do not intend, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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SUMMARY

This summary highlights selected information contained in, or incorporated by reference into, this prospectus and does not contain all of the information that you should consider in making your decision to tender your old notes in the exchange offer. You should read this summary together with the more detailed information appearing elsewhere in this prospectus, as well as the information in the documents incorporated by reference into this prospectus.

As used in this prospectus, all references to our fiscal years are to the twelve months ended on the Friday nearest to March 31 of the applicable year. For example, “fiscal year 2012” is the 52-week period ended March 30, 2012. All of our fiscal years included 52 weeks, except for fiscal year 2010, which included 53 weeks.

Our Business

Our business is guided by Our Purpose and Our Mission. Our stated Purpose is to strengthen the clinical success and financial health of caregivers by solving their biggest problems. Our Mission is to improve caregivers’ financial performance by 20%.

We are a national distributor of medical products and supplies, diagnostic equipment, healthcare information technology and pharmaceutical products, and we provide professional and consulting services to the physician, long-term care, assisted living, home health care and hospice markets. We currently conduct business through two operating segments, the Physician Business and the Extended Care Business, which serve a diverse customer base.

Our Physician Business operates through our Physician Sales & Service division and is a leading distributor of medical supplies, diagnostic equipment, healthcare information technology and pharmaceutical products and provider of professional and consulting services, based on revenues, number of customers and number of sales professionals. The Physician Business serves alternate site healthcare providers, including independent physicians and physician groups, community health centers, urgent care facilities, integrated delivery network (“IDN”)-owned practices and other non-hospital based caregivers. As of March 30, 2012, the Physician Business operated a distribution network consisting of 33 full-service distribution centers, 39 break-freight locations, which facilitate the delivery of customer orders on a daily basis, and 2 shared redistribution facilities. The Physician Business has approximately 850 sales professionals trained in solution-focused selling, disease state management and diagnostic and therapeutic products used by healthcare providers.

Our Extended Care Business operates through our Gulf South Medical Supply, Inc. subsidiary and is a national distributor of medical supplies and related products and solutions to the extended care industry in the United States. The Extended Care Business currently serves the long-term care, assisted living, home health care and hospice markets. In addition, the Extended Care Business provides Medicare Part B and Medicaid billing services. As of March 30, 2012, the Extended Care Business operated a distribution network consisting of 18 full-service distribution centers, 10 break-freight locations and 2 shared redistribution centers. The Extended Care Business has approximately 170 sales professionals trained in solution-focused selling, disease state management and diagnostic and therapeutic products used in extended care settings. On May 10, 2012, we announced that we are pursuing a strategic restructuring and are seeking to divest our long-term care and assisted living business.

We operate a third reporting segment, referred to as Corporate Shared Services, which consists of departments that support our operating segments through the delivery of standardized service at an efficient operating cost. Corporate Shared Services includes executive and administrative services; accounting and finance; information technology development and support; shared operations management; legal and regulatory compliance; human resources, training and development; supplier management; and sourcing and procurement of inventory.

Recent Developments

On May 10, 2012, we announced that we are pursuing a strategic restructuring designed to transform the Company by focusing our efforts on the physician, laboratory, in-office dispensing and home care and hospice

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markets. In connection with this restructuring, we will seek to divest our long-term care and assisted living business and a specialty dental business. In addition, the restructuring will include the integration of our warehouse operations into one common distribution facility and a redesign of our shared service and field support functions. These efforts are expected to reduce operating costs as a percentage of net sales, while streamlining decision making and improving service. The Company expects to complete the restructuring plan within the next several fiscal years.

Company Information

Our principal executive offices are located at 4345 Southpoint Boulevard, Jacksonville, Florida, 32216, and our telephone number is (904) 332-3000. Our website address is www.pssworldmedical.com. We have not incorporated by reference into this prospectus the information included on or linked from our website, and you should not consider such information to be part of this prospectus.

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SUMMARY OF THE EXCHANGE OFFER

On February 24, 2012, PSS World Medical, Inc. issued $250.0 million aggregate principal amount of the old notes in a private offering. In connection with the issuance of the old notes, we entered into a registration rights agreement in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes. The summary below describes the principal terms of the exchange offer. Please see “The Exchange Offer” for a more detailed description of the terms and conditions of the exchange offer.

Old Notes	$250.0 million aggregate principal amount of 6.375% Senior Notes due 2022.
New Notes	6.375% Senior Notes due 2022. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes are registered under the Securities Act and generally are not subject to transfer restrictions or registration rights.
Exchange Offer	We are offering to issue up to $250.0 million aggregate principal amount of new notes in exchange for a like principal amount of old notes. Old notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
	Subject to the conditions of the exchange offer, we will exchange new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. The new notes issued in exchange for old notes in the exchange offer will be delivered promptly following the expiration of the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on , 2012, unless we extended it in our sole and absolute discretion. We do not currently intend to extend the expiration date.
Withdrawal	You may withdraw any old notes tendered in the exchange offer at any time prior to the expiration of the exchange offer, by delivering a notice of withdrawal to the exchange agent in accordance with the procedures discussed under “The Exchange Offer — Withdrawal Rights”.
Procedures for Tendering	You must do one of the following at or prior to the expiration of the exchange offer to participate in the exchange offer:
	•        tender your old notes by sending the certificates for your old notes, in proper form for transfer, a properly completed and duly executed letter of transmittal (or a facsimile of the letter of transmittal), and all other documents required by the letter of transmittal, to U.S. Bank National Association, as exchange agent, at the address set forth on the cover page of the letter of transmittal; or
	•        tender your old notes by using the book-entry transfer procedures and transmitting a properly completed and duly executed letter of transmittal, or an agent’s message instead of the letter of transmittal, to the exchange agent. For a book-entry transfer to constitute a valid tender of your old notes in the exchange offer, U.S. Bank National Association, as exchange agent, must receive a confirmation of book-entry transfer of your old notes into the exchange agent’s account at The Depository Trust Company (“DTC”) at or prior to the expiration of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent’s message, see the discussion below under the caption “The Exchange Offer — Exchange Offer Procedures.”

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	If your old notes are registered in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you must instruct the custodial entity to tender the old notes on your behalf pursuant to the procedures of the custodial entity. Custodial entities that are participants in DTC must tender old notes through the book-entry transfer procedures of DTC’s Automated Tender Offer Program, known as ATOP, together with an agent’s message in which the custodial entity electronically agrees to be bound by the letter of transmittal.
	By tendering your old notes, you represent to us that:
	•        you are acquiring the new notes in the exchange offer in the ordinary course of your business;
	•        you have no arrangements or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes;
	•        you are not our “affiliate,” as defined in Rule 405 under the Securities Act;
	•        if you are not a broker-dealer, you will not engage in, and you do not intend to engage in, the distribution of the new notes; and
	•        if you are a broker-dealer, you will receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities and you will deliver a prospectus in connection with any resale of the new notes you receive. For further information regarding resales of the new notes by participating broker-dealers, see “Plan of Distribution.”
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive in our reasonable discretion. See “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.
Interest on Old Notes Exchanged in the Exchange Offer	If your old notes are exchanged for new notes, you will not receive a payment in respect of accrued interest on such old notes. Instead, interest on the new notes you receive in exchange for such old notes will accrue from the date of original issuance of such old notes at the same rate as and will be payable on the same dates as interest was payable on such old notes.
Certain Material Federal Income Tax Considerations	The exchange of old notes for new notes in the exchange offer generally will not be a taxable transaction for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations” for more information regarding the tax consequences to you of the exchange offer.
Use of Proceeds	We will not receive any proceeds from the exchange offer.
Exchange Agent	U.S. Bank National Association is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent below under the caption “The Exchange Offer — Exchange Agent” and in the accompanying letter of transmittal.
Resales	We believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes if:
	•        you are our “affiliate,” as defined in Rule 405 under the Securities Act;

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	•        you are not acquiring the new notes in the exchange offer in the ordinary course of your business;
	•        you have an arrangement or understanding with any person to participate in the distribution of the new notes;
	•        if you are not a broker-dealer, you are engaged in or intend to engage in the distribution of the new notes;
	•        if you are a broker-dealer, you will not receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities or you will not deliver a prospectus in connection with any resale of the new notes you receive;
	•        you are holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering; or
	•        you are acting on behalf of a person who, to your knowledge, falls into one of the above exceptions.
	If you do not meet these requirements, you must comply with the registration requirements of the Securities Act in connection with any resale transaction.
	Our belief is based on interpretations by the Commission staff, as set forth in certain no-action letters issued to third parties. The Commission staff has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the Commission staff would make a similar determination with respect to this exchange offer. If our belief is not accurate, or if you cannot truthfully make the necessary representations, and you transfer a new note without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from these requirements, then you could incur liability under the Securities Act. We do not and will not indemnify you against any liability that you may incur under the Securities Act.
	See “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.”
Consequences of Failure to Exchange the Old Notes	If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer described in the legend on the old notes and in the indenture governing the old notes. In general, you may offer or sell your old notes only if they are registered or offered or sold in a transaction exempt from registration under the Securities Act and applicable state securities laws. Accordingly, the trading market for your untendered old notes could be adversely affected.
	We do not currently intend to register the old notes under the Securities Act. Under some circumstances, holders of the old notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell new notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of old notes by these holders. For more information regarding the consequences of not tendering your old notes, see “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.”

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SUMMARY OF THE NEW NOTES

The terms of the new notes are substantially identical to the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. The summary below describes the principal terms of the new notes. Please see “Description of the New Notes” for a more detailed description of the new notes.

Issuer	PSS World Medical, Inc.
Notes	$250.0 million aggregate principal amount of 6.375% Senior Notes due 2022.
Maturity Date	March 1, 2022.
Interest	6.375% per year, payable semi-annually in arrears in cash on March 1 and September 1 of each year, beginning September 1, 2012. Interest on the new notes you receive in exchange for your old notes will accrue from the date of original issuance of such old notes.
Ranking	The new notes will be our general unsecured unsubordinated obligations and will rank equally with all of our existing and future unsecured unsubordinated obligations and senior to all of our existing and future subordinated obligations. The new notes will be structurally subordinated to all existing and future obligations of our subsidiaries that do not guarantee the notes and will be effectively subordinated to any of our existing and future secured obligations, including secured indebtedness under our credit facility, to the extent of the value of the assets securing such obligations. As of March 30, 2012, our subsidiaries had $765.2 million aggregate principal amount of indebtedness and other liabilities outstanding, none of which was secured indebtedness.
	Our non-guarantor subsidiaries accounted, on an aggregate basis, for 3.5% of our total consolidated revenues and approximately $13.3 million of our net income for the fiscal year ended March 30, 2012 and $10.9 million of liabilities (including trade payables) and 3.0% of our total consolidated assets as of March 30, 2012.
Guarantees	The new notes will be unconditionally guaranteed by each of our subsidiaries that guarantee any of our other indebtedness. The guarantees will be the general unsecured unsubordinated obligation of the guarantors. Accordingly, they will rank senior in right of payment to all existing and future obligations of the guarantors that are by their terms expressly subordinated or junior in right of payment to the new notes, equal with all existing and future unsecured unsubordinated obligations of the guarantors and will be effectively subordinated to any existing and future secured obligations of the guarantors to the extent of the value of the assets securing such obligations.
Optional Redemption	Prior to March 1, 2017, we may redeem some or all of the new notes at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed, plus a “make-whole premium,” together with accrued and unpaid interest. We may redeem some or all of the new notes at any time on or after March 1, 2017 at the redemption prices set forth in “Description of the New Notes — Optional Redemption”. In addition, we may redeem up to 35% of the aggregate principal amount

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	of the new notes prior to March 1, 2015 at 106.375% of their aggregate principal amount, plus accrued interest, with the net proceeds of certain qualified equity offerings. See “Description of the New Notes — Optional Redemption”.
Change of Control	If a change of control (as described under “Description of the New Notes — Repurchase at the option of holders — Change of control”) occurs at any time, you will have the right, at your option, to require us to repurchase all or a portion of your new notes. The repurchase price for such a repurchase will be 101% of the aggregate principal amount of the new notes to be repurchased plus accrued and unpaid interest to, but not including, the date of purchase.
Certain Covenants	The indenture governing the new notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•     borrow money or sell preferred stock; •     create liens; •     pay dividends on or redeem or repurchase stock; •     make certain types of investments; •     restrict dividends or other payments from subsidiaries; •     enter into transactions with affiliates; •     issue guarantees of debt; and •     sell assets or merge with other companies.
	Certain of these covenants will be suspended if the notes are assigned an investment grade rating by both S&P and Moody’s and no default has occurred and is continuing. If either rating on the notes should subsequently decline to below investment grade, the suspended covenants will be reinstated. These covenants are subject to important exceptions and qualifications as described under “Description of the New Notes — Certain covenants.”
No Public Market	The new notes will generally be freely transferable but will be a new issue of securities for which there will not initially be a market. Accordingly, we cannot assure you that a liquid market for your new notes will develop or be maintained. We do not intend to apply for a listing of the new notes on any securities exchange or automated dealer quotation system.
Risk Factors	Investing in the new notes involves certain risks. You should carefully consider the information under the heading “Risk Factors” in this prospectus and in our Annual Report on Form 10-K for the fiscal year ended March 30, 2012 before deciding to tender your old notes in the exchange offer.

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Summary Selected Consolidated Historical Financial Information

The following table sets forth summary selected consolidated historical financial information and other data of the Company and its consolidated subsidiaries at the dates and for the periods indicated, which are derived from our audited consolidated financial statements incorporated by reference into this prospectus. You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 30, 2012 and our consolidated financial statements and accompanying notes incorporated by reference into this prospectus.

	Fiscal Year Ended
	March 30, 2012			April 1, 2011			April 2, 2010			March 27, 2009			March 28, 2008
				(Dollars in thousands, except per share data)
Statement of Operations Data:
Net sales	$	2,102,002		$	2,034,789		$	2,055,171		$	1,952,691		$	1,855,791
Cost of goods sold		1,427,799			1,399,018			1,427,476			1,370,781			1,314,119
General and administrative expenses		392,990			364,749			370,871			352,478			324,123
Selling expenses		147,857			137,466			135,843			128,505			125,296
Income from operations		133,356			133,556			120,981			100,927			92,253
Interest expense		(20,148	)		(17,121	)		(17,295	)		(22,158	)		(12,496	)
Other income, net		2,257			2,790			6,444			4,947			7,975
Income before provision for income taxes		115,465			119,225			110,130			83,716			87,732
Provision for income taxes		41,063			44,561			40,767			32,230			34,599
Net income	$	74,402		$	74,664		$	69,363		$	51,486		$	53,133
Net income attributable to PSS World Medical, Inc.	$	74,319		$	74,485		$	69,363		$	51,486		$	53,133
Earnings per common share attributable to PSS World Medical, Inc.:
Basic		1.43			1.35			1.20			0.86			0.82
Diluted		1.38			1.32			1.18			0.85			0.80
Balance Sheet Data:
Cash and cash equivalents	$	163,152		$	29,348		$	52,751		$	82,031		$	21,122
Accounts receivable, net		257,700			247,229			227,888			230,361			237,248
Working capital(a)		485,365			345,402			355,606			323,545			97,454
Total assets		1,155,970			951,672			872,066			858,624			813,236
Total debt(b)		454,916			196,423			188,822			231,902			215,457
Total liabilities		765,159			505,146			464,052			480,594			473,885
Long-term liabilities		564,832			305,942			277,994			241,684			65,198
Total stockholders’ equity		390,811			446,526			408,014			378,030			339,351
Statement of Cash Flows Data:
Net cash provided by (used in)
Operating activities		128,284			116,328			102,401			90,121			70,028
Investing activities		(89,212	)		(88,106	)		(30,585	)		(9,207	)		(56,118	)
Financing activities		94,732			(51,625	)		(101,096	)		(20,005	)		(39,446	)
Capital expenditures		23,918			18,227			25,923			27,340			19,446
Additional Financial Data:
Selling days		253			253			258			253			253
Net sales per selling day	$	8,308		$	8,043		$	7,966		$	7,718		$	7,335
Ratio of Earnings to Fixed Charges(c)		5.1			5.7			4.2			3.3			4.5

(a) Working capital is calculated as total current assets less total current liabilities.

(b) Total debt is the sum of outstanding borrowings on the Company’s then-existing RLOC, if any, the current portion of long-term debt and long-term debt, excluding current portion.

(c) For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before provision for income taxes, plus fixed charges, less capitalized interest. Fixed charges consist of interest, whether expensed or capitalized, amortization of debt issuance costs, and the portion of rental expense estimated by management to be attributable to interest.

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RISK FACTORS

You should carefully consider the risks described below in addition to the other information contained or incorporated by reference in this prospectus, including the information under heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 30, 2012 and other documents that we subsequently file with the Commission. These risks and uncertainties are not the only ones related to our business, the new notes or the exchange offer. Any of these risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, financial condition or results of operations. If any of the following risks develop into actual events, you may lose all or part of your investment.

Risks Related to the Notes and the Exchange Offer

If you fail to exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions.

If you do not exchange your old notes for new notes in the exchange offer, the old notes you hold will continue to be subject to restrictions on their transfer, as described in the indenture governing the old notes and in the legend on the certificates for the old notes. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act or any state securities laws. Because we anticipate that most holders of old notes will elect to participate in the exchange offer, we expect that the liquidity of the market for the old notes after the completion of this exchange offer may also be substantially limited. For further information regarding the consequences of not tendering your old notes in the exchange offer, see “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes” and “Certain United States Federal Income Tax Considerations.”

You must comply with the exchange offer procedures in order to receive new, freely tradable new notes.

We will only issue new notes in exchange for old notes after timely receipt by the exchange agent of the following:

• certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the exchange agent’s account at DTC, New York, New York as depository;

• a properly completed and signed letter of transmittal (or facsimile thereof), or an agent’s message in lieu of the letter of transmittal; and

• any other documents required by the letter of transmittal.

Therefore, if you wish to tender old notes in exchange for new notes, you should be sure to allow sufficient time for timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes set forth under “The Exchange Offer — Exchange Offer Procedures” and in the letter of transmittal. Neither we nor the exchange agent are required to notify you of defects or irregularities related to your tender of old notes. See “The Exchange Offer — Exchange Offer Procedures” and “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.”

There is no active trading market for the new notes.

The new notes are new securities for which there is no established trading market, and we cannot assure you that an active trading market will develop for the new notes. If a large number of holders of old notes do not tender their old notes for exchange or tender their old notes improperly, the limited amount of new notes issued and outstanding after we complete the exchange offer could adversely affect the development or viability of a market for the new notes. If no active trading market develops, you may not be able to resell your new notes at their fair market value or at all. Future trading prices of the new notes will depend on many factors, including, among other things, prevailing interest rates, the number of holders of new notes, the interest of securities dealers in making a market for the new notes, our operating results and the market for similar securities. We do not intend to apply for listing the new notes on any securities exchange.

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Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes, and we may be able to incur substantially more debt in the future, which could exacerbate these risks.

We have now and, after this exchange offer, will continue to have a significant amount of indebtedness. As of March 30, 2012, we and the guarantors had consolidated debt of approximately $454.9 million, none of which was secured debt. Under the terms of our credit facility, we have revolving loans, which permits maximum borrowings of up to $300.0 million, which may be increased to $400.0 million at our discretion, subject to receiving commitments from the lenders. After reducing availability for outstanding borrowings and letter of credit commitments, we had sufficient assets based on eligible accounts receivable and inventory as of March 30, 2012 to borrow an additional $269.1 million (not including the additional accordion feature) under our credit facility. Our ability to repay or refinance our indebtedness will depend upon our ability to monetize our interests in our assets and our operating performance, which may be affected by general economic, financial, competitive, regulatory, business and other factors beyond our control. See “Description of Certain Other Indebtedness.”

Although we believe that our future operating cash flow, together with available financing arrangements, will be sufficient to fund our operating requirements, including our obligations under the notes, our leverage and debt service obligations could have important consequences, including the following:

• Availability of borrowings under our credit facility depends upon a borrowing base calculation consisting of accounts receivable and inventory, subject to satisfaction of certain eligibility requirements less any outstanding letters of credit. Any deterioration in the valuation of these assets could reduce the availability of borrowings under our credit facility.

• We may be more vulnerable in the event of downturns and adverse changes in the general economy or in our industry, because we will be required to continue to service our indebtedness despite reduced cash flow.

• We may have difficulty obtaining additional financing at favorable interest rates, or at all, to meet our requirements for working capital, capital expenditures, acquisitions, general corporate or other purposes.

• We will be required to dedicate a substantial portion of our cash flow to the payment of principal and interest on indebtedness, which will reduce the amount of funds available for operations, capital expenditures and future acquisitions.

• Any borrowings we incur at variable interest rates, including under our credit facility, will expose us to increases in interest rates generally.

• We may need to refinance all or a portion of our indebtedness, including the notes and our credit facility, on or before maturity, and refinancing may not be available on favorable terms or at all.

• A breach of any of the restrictions or covenants in our debt agreements could cause a cross-default under other debt agreements, causing the acceleration of all of our outstanding indebtedness, and we may not have, or be able to obtain, sufficient funds to make any accelerated payments, including any payments on the notes.

• If our debt repayment is accelerated as result of an event of default, we will be subject to higher interest rates on our debt obligations, and our credit ratings could be adversely impacted.

In addition, despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt in the future. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. Increases in the level of our indebtedness could adversely affect our liquidity and limit our ability to:

• obtain additional financing for working capital requirements;

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• fund the notes or our 3.125% Convertible Senior Notes due 2014 if presented for redemption;

• make capital expenditures;

• acquire businesses; and

• adapt to changes in the industry and economic conditions in general. See “Description of Certain Other Indebtedness.”

To service our indebtedness, we will require a significant amount of cash, the generation of which depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes and our credit facility, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, business and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our credit facility will be adequate to meet our future liquidity needs for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. Specifically, our cash flow could be adversely impacted by further limitations on reimbursement under Medicare and Medicaid, including reductions in reimbursement rates and further restrictions in coverage.

If we are unable to generate sufficient cash flow from operating activities, we may be forced to adopt strategies that may include the following:

• sell assets;

• restructure or refinance existing indebtedness;

• seek additional equity capital; and

• reduce or delay acquisitions and capital expenditures.

We can offer no assurance that any of these strategies could be achieved on satisfactory terms, if at all.

The terms of our indebtedness impose restrictions on our ability to engage in certain business activities.

The operating and financial restrictions and covenants governing our credit facility and the indenture that governs the notes may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Under our credit facility, we are required to comply with certain operating and financial covenants, and, in certain circumstances, to satisfy and maintain specified financial ratios and tests. In addition, the indenture governing the notes also contains financial and other covenants that limit our ability to engage in certain activities, some of which may be in our long-term best interests, including our ability to:

• borrow money or sell preferred stock;

• create liens;

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• pay dividends on or redeem or repurchase stock;

• make certain types of investments;

• enter into agreements restricting our subsidiaries’ ability to pay dividends or make other payments to us;

• enter into transactions with affiliates;

• issue guarantees of debt; and

• sell assets or merge with other companies.

Our failure to comply with any of the restrictions or covenants in the credit facility or the indenture governing the notes could result in an event of default, which, if not cured or waived, would result in the acceleration of all of our indebtedness under our debt agreements, including the indenture governing the notes and the credit facility.

If we breach any of these restrictions or covenants, or suffer a material adverse change that restricts our borrowing ability under our credit facility, we would also be unable to borrow funds under the credit facility without a waiver, which could have an adverse effect on our business, financial condition and results of operations. See “Description of the New Notes — Certain covenants.”

Your ability to enforce the guarantees of the notes may be limited.

Although the notes are our obligations, they will be unconditionally guaranteed on a general unsecured unsubordinated basis by certain of our subsidiaries. The performance by each guarantor of its obligations with respect to its guarantee may be subject to review under relevant federal and state fraudulent conveyance and similar statutes in a bankruptcy or reorganization case or lawsuit by or on behalf of unpaid creditors of such subsidiary guarantor. Under these statutes, if a court were to find under relevant federal or state statutes that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for incurring its guarantee of the notes, and that, at the time of such incurrence, the subsidiary guarantor: (i) was insolvent; (ii) was rendered insolvent by reason of such incurrence or grant; (iii) was engaged in a business or transaction for which the assets remaining with such subsidiary guarantor constituted unreasonably small capital; or (iv) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured, then the court, subject to applicable statutes of limitation, could void the subsidiary guarantor’s obligations under its guarantee, recover payments made under the guarantee, subordinate the guarantee to other indebtedness of the subsidiary guarantor or take other action detrimental to the holders of the notes. In the event of a finding that a fraudulent transfer or conveyance occurred, holders of the notes may not receive any repayment on the notes pursuant to the guarantees.

Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. However, this provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. Further, the avoidance of the guarantees could result in an event of default with respect to our and our subsidiaries’ other debt, which could result in acceleration of such debt.

The measure of insolvency for these purposes will depend upon the governing law of the relevant jurisdiction. Generally, however, a company will be considered insolvent for these purposes if the sum of that company’s debts is greater than the fair value of all of that company’s property or if the present fair salable value of that company’s assets is less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured or if a company is not able to pay its debts as they become due. Moreover, regardless of solvency, a court could void an incurrence of indebtedness, including the guarantees, if it determined that such transaction was made with the intent to hinder, delay or defraud creditors. In addition, a court could subordinate the indebtedness, including the guarantees, to the claims of all existing and future creditors on similar

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grounds. The guarantees also could be subject to the claim that, because the guarantees were incurred for our benefit and only indirectly for the benefit of the subsidiary guarantors, the obligations of the subsidiary guarantors under the guarantees were incurred for less than reasonably equivalent value or fair consideration.

There can be no assurance as to what standard a court would apply in order to determine whether a subsidiary guarantor was “insolvent” upon the sale of the notes or that, regardless of the method of valuation, a court would not determine that the subsidiary guarantor was insolvent upon consummation of the sale of the notes. If the court concludes that a guarantee is voided or limited on fraudulent conveyance grounds, other senior creditors of ours may have priority over the holders of the notes in respect of the assets of the relevant guarantor.

The notes will be structurally subordinated to all obligations of our non-guarantor subsidiaries and effectively subordinated to our and our subsidiary guarantors’ secured obligations.

The claims of creditors of our non-guarantor subsidiaries, including trade creditors, will generally have priority as to the assets of such subsidiaries over the claims of our creditors, including the holders of notes. As of March 30, 2012, the aggregate amount of debt of our non-guarantor subsidiaries, including trade payables, was approximately $3.3 million. Our non-guarantor subsidiaries accounted for $73.3 million, or 3.5%, of our total consolidated revenues for the fiscal year ended March 30, 2012 and $35.2 million, or 3.0%, of our total consolidated assets and $10.9 million, or 1.4%, of our liabilities (including trade payables) as of March 30, 2012.

In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

In addition, the notes are our general unsecured obligations and will be effectively subordinated to our and our subsidiary guarantors’ secured debt, including secured indebtedness under our credit facility, to the extent of the value of the collateral. As of March 30, 2012, we and our subsidiary guarantors’ had no secured debt.

We are permitted to form new non-guarantor subsidiaries, which generally will not be subject to any of the covenants in the indenture governing the notes, and we may not be able to rely on the cash flow or assets of those new non-guarantor subsidiaries to pay our indebtedness.

Non-guarantor subsidiaries will generally not be subject to the covenants under the indenture, and they may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the notes. Accordingly, we may not be able to rely on the cash flow or assets of non-guarantor subsidiaries to pay any of our indebtedness, including the notes. See “Description of the New Notes.”

The ability of holders of notes to require us to repurchase notes as a result of a disposition of “substantially all” of our assets or a change in the composition of our board of directors is uncertain.

The definition of change of control in the indenture governing the notes includes the sale, assignment, lease, conveyance or other disposition of “substantially all” of our and our subsidiaries’ assets, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase. Accordingly, the ability of a holder of notes to require us to repurchase such notes as a result of a sale, assignment, lease, conveyance or other disposition of less than all of our and our subsidiaries’ assets, taken as a whole, to another person or group is uncertain. In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of provisions that are similar to those in the indenture governing the notes, related to the triggering of a change of control as a result of a change in the composition of a board of directors. Accordingly, the ability of a holder of notes to require us to repurchase notes as a result of a change in the composition of directors on our board is uncertain.

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We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the date of the repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions under our credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control under the indenture. See “Description of the New Notes — Repurchase at the option of holders.”

If the notes are rated investment grade at any time by both Standard & Poor’s Ratings Service and Moody’s Investors Service, Inc., many of the covenants contained in the indenture governing the notes will be suspended.

If, at any time, the credit rating on the notes, as determined by both Standard & Poor’s Ratings Service and Moody’s Investors Service, Inc., equals or exceeds BBB- and Baa3, respectively, or any equivalent replacement ratings, and no default has occurred and is continuing under the indenture governing the notes, then we will not be subject to many of the covenants contained in the indenture governing the notes. As a result, you may have less credit protection than you will at the time the new notes are issued. In the event that one or both of the ratings later drops below investment grade, we will thereafter again be subject to such covenants.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement into which we entered when we issued the old notes. We will not receive any proceeds from the exchange offer. Any old notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled and cannot be reissued. The issuance of the new notes under the exchange offer will not result in any increase in our outstanding indebtedness.

The net proceeds to us from the sale of the old notes was approximately $245.6 million.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth sets forth our ratios of consolidated earnings to fixed charges for the periods presented:

	Fiscal Year Ended
	March 30, 2012		April 1, 2011		April 2, 2010		March 27, 2009		March 28, 2008
Ratio of earnings to fixed charges(a)		5.1		5.7		4.2		3.3		4.5

(a) For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations before provision for income taxes, plus fixed charges, less capitalized interest. Fixed charges consist of interest, whether expensed or capitalized, amortization of debt issuance costs, and the portion of rental expense estimated by management to be attributable to interest.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

The purpose of the exchange offer is to provide the holders of old notes, which have not been registered under the Securities Act, an opportunity to exchange their old notes for new notes that have been registered under the Securities Act. The terms of the new notes are substantially identical to the terms of the old notes, except that the new notes will be registered under the Securities Act and will not be subject to the transfer restrictions and registration rights relating to the old notes.

Participation in the exchange offer is voluntary. We are not making any recommendation to holders of old notes as to whether to tender or refrain from tendering all or any portion of their old notes pursuant to the exchange offer. In addition, we have not authorized anyone to make any such recommendation. Holders of old notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of old notes to tender. We recommend that you make that decision after reading this prospectus and the letter of transmittal and consulting with your advisors, if any, based on your financial position and requirements.

On February 24, 2012, we issued $250.0 million of old notes to the initial purchasers for resale to qualified institutional buyers in reliance upon the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance upon the exemption provided by Regulation S of the Securities Act. As part of the offering, we entered into a registration rights agreement with the initial purchasers, which requires us, among other things, to:

• file with the Commission, and use our reasonable best efforts to cause to become effective by October 22, 2012, a registration statement under the Securities Act with respect to the issuance of the new notes in an exchange offer; and

• keep the exchange offer open for not less than 20 business days.

If we do not comply with certain of our obligations under the registration rights agreement, we will be required to pay additional interest in cash to each holder of old notes in an amount equal to 0.25% per year of the aggregate principal amount of the old notes during such noncompliance period, which rate shall increase by 0.25% per year for each subsequent 90-day period during which such noncompliance continues up to a maximum of 0.50% per year. A copy of the registration rights agreement is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

As a result of the registration of the new notes under the Securities Act, new notes issued in exchange for old notes should generally be freely transferable after the exchange offer without further registration under the Securities Act. Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such old notes. See “Plan of Distribution.”

As of the date of this prospectus, $250.0 million aggregate principal amount of old notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date hereof, to all holders of old notes known to us.

Terms of the Exchange Offer; Expiration Date of the Exchange Offer

Subject to terms and conditions detailed in this prospectus, we will accept for exchange old notes that are properly tendered on or prior to the expiration date and not withdrawn as permitted below. Old notes tendered in the exchange offer must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The holder of each old note accepted for exchange will receive a new note in the amount equal to the surrendered old note. Each holder of old notes that exchanges old notes for new notes in the exchange offer will be deemed to have made certain securities-related representations to us.

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The new notes will evidence the same indebtedness as the old notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture under which the old notes were issued. As a result, both series of notes will be treated as a single class of debt securities under the indenture. If your old notes are exchanged for new notes, you will not receive a payment in respect of accrued interest on such old notes. Instead, interest on the new notes you receive in exchange for such old notes will accrue from the date of original issuance of such old notes at the same rate as and will be payable on the same dates as interest was payable on such old notes.

The expiration date for the exchange offer is 5:00 p.m., New York City time, on             , 2012, or such later date and time to which we, in our sole discretion, extend the exchange offer. We expressly reserve the right, in our sole discretion, to:

• extend the expiration date of the exchange offer;

• amend or terminate the exchange offer, and not accept any old notes for exchange, upon the occurrence of any of the conditions of the exchange offer specified under “— Conditions to the Exchange Offer;” and

• delay acceptance of any old notes for exchange, by giving oral or written notice of such extension to the holders of such old notes.

We will give oral or written notice of any extension, amendment, termination, non-acceptance, or delay to the holders of the old notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. If there is any material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary, so that at least five business days remain in the exchange offer following notice of the material change.

During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us upon expiration of the exchange offer, unless validly withdrawn prior to that time. For purposes of the exchange offer, we will be deemed to have accepted validly surrendered old notes if and when we give oral or written notice of our acceptance to the exchange agent. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

Exchange Offer Procedures

Your tender to us of old notes, in accordance with the procedures set forth below, and our acceptance of the old notes will constitute a binding agreement between us and you upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal.

To tender in the exchange offer, a holder of old notes must either transmit a properly completed and duly executed letter of transmittal (or a facsimile of the letter of transmittal), including all other documents required by the letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of such letter of transmittal, to U.S. Bank National Association, as exchange agent, at the address set forth on the cover page of the letter of transmittal, for receipt at or prior to the expiration of the exchange offer. In addition, the exchange agent must receive, at or prior to the expiration of the exchange offer:

• certificates for such old notes in proper form for transfer, along with the letter of transmittal; or

• a timely confirmation of a book-entry transfer (a “book-entry confirmation”) of such old notes into the exchange agent’s account at DTC pursuant to the ATOP procedures for book-entry transfer, along with the letter of transmittal or an agent’s message in lieu of such letter of transmittal.

The term “agent’s message” means a message transmitted by DTC and received by the exchange agent, forming part of a book-entry confirmation, and stating that DTC has received an express acknowledgment that the tendering holder has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such holder. By transmitting an agent’s message, a holder is not required to deliver a letter of transmittal to the exchange agent. However, the holder will be bound by the terms of the letter of transmittal just as if the holder had signed it.

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If your old notes are registered in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you must instruct the custodial entity to tender the old notes on your behalf pursuant to the procedures of the custodial entity. Custodial entities that are participants in DTC must tender old notes through the book-entry transfer procedures of ATOP, together with an agent’s message.

The method of delivery of old notes, letters of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. If such delivery is by mail, we recommend the use of registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure receipt by the exchange agent at or prior to the expiration of the exchange offer. No letters of transmittal or old notes should be sent to us.

We will make a final and binding determination, in our sole discretion, on all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of old notes tendered for exchange. We reserve the absolute right to reject any and all old notes determined by us not to be in proper form or not properly tendered. We also reserve the absolute right to refuse to accept any tendered old notes if, in our judgment or our counsel’s judgment, acceptance of such old notes may be unlawful. We further reserve the absolute right to waive any defects, irregularities or conditions of the exchange offer as to particular old notes, either before or after the expiration date and whether or not waived in the case of other old notes. Our interpretation of the terms and conditions of the exchange offer as to any particular old note (including the letter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within such time as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of old notes for exchange, and no one will be liable for failing to provide such notification. Tenders of old notes will not be deemed to have been made until any such defects or irregularities have been cured or waived.

Proper Execution of Letter of Transmittal

Signatures on a letter of transmittal or a notice of withdrawal described below (“— Withdrawal Rights”), as the case may be, must be guaranteed by an eligible institution (as defined below) unless the old notes tendered for exchange pursuant to the letter of transmittal are tendered:

• by a registered holder of old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm that is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that is, in each case, a member of a recognized signature guarantee program (i.e., the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program) (each, an “eligible institution”).

If an old note is registered in the name of the person(s) who signs the letter of transmittal, the signature(s) on the letter of transmittal must appear exactly as such name(s) are written on the certificate for the old note. If an old note is held by two or more holders, all such holders must sign the letter of transmittal. If old notes are registered in different names on different certificates for old notes, it will be necessary to complete and submit as many separate letters of transmittal and accompanying documents as there are different registrations of certificates. If old notes are registered in the name of a person other than the person who signs the letter of transmittal, such old notes must be endorsed or accompanied by bond powers.

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If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must also be submitted with the letter of transmittal.

Representations Required for Tender

By tendering old notes, you represent to us, among other things, that:

• you are not our “affiliate,” as defined under Rule 405 under the Securities Act;

• the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person receiving such new notes, whether or not such person is the holder;

• neither the holder nor any other person receiving the new notes has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes;

• if you are not a broker-dealer, you will not engage in, and you do not intend to engage in, the distribution of the new notes;

• if you are a broker-dealer, you will receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities and you will deliver a prospectus in connection with any resale of the new notes; and

• you are not acting on behalf of any person who, to your knowledge, could not truthfully make the foregoing representations.

If you cannot make any of these representations, you will not be entitled to participate in the exchange offer and you must comply with the registration requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes validly tendered and not withdrawn. See “— Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent. We will issue the new notes in exchange for old notes promptly after acceptance of the old notes. New notes issued in exchange for old notes in the exchange offer will be delivered only in book-entry form through DTC. Accordingly, if you anticipate tendering your old notes other than through DTC, we urge you to promptly contact a bank, broker or other intermediary that has the capacity to hold securities through DTC to arrange for receipt of your new notes.

In all cases, issuance of new notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:

• a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC;

• a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof; and

• all other required documents.

If we do not accept any tendered old notes for any reason set forth in the terms and conditions of the exchange offer, or if old notes are submitted for a greater principal amount than the holder desires to exchange, such

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unaccepted or non-exchanged old notes will be returned without cost to the tendering holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged old notes will be credited to an account maintained with DTC) promptly after the expiration or termination of the exchange offer.

Withdrawal Rights

You may withdraw your tender of old notes at any time prior to the expiration date. To be effective, the exchange agent must receive a written notice of withdrawal, prior to the expiration date, at one of the addresses set forth below under “— Exchange Agent.” Any such notice of withdrawal must:

• specify the name of the person having tendered the old notes to be withdrawn, and the name in which such old notes are registered if different from that of the tendering holder;

• provide a description of the old notes to be withdrawn, including the principal amount of such old notes;

• state where certificates for old notes have been transmitted; and

• must be guaranteed by an eligible institution, unless such old notes have been tendered for the account of an eligible institution.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn. If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC.

We will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices. Withdrawal of tenders of old notes may not be rescinded, and any old notes properly withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “— Exchange Offer Procedures” at any time at or prior to the expiration date. Any old notes tendered for exchange but withdrawn will be returned without cost to the holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, such old notes will be credited to an account maintained with DTC) promptly after withdrawal.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or issue new notes in exchange for, any old notes, and we may terminate or amend the exchange offer, if any of the following events occur prior to our acceptance of such old notes:

1. the exchange offer violates any applicable law or applicable interpretation of the staff of the Commission;

2. there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree has been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission,

• seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or

• resulting in a material delay in our ability to accept for exchange or exchange some or all of the old notes pursuant to the exchange offer;

3. any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action has been

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taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in our sole judgment might, directly or indirectly, result in any of the consequences referred to in clauses (1) or (2) above or, in our reasonable judgment, might result in the holders of new notes having obligations with respect to resales and transfers of new notes that are greater than those described in the interpretation of the Commission referred to on the cover page of this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer; or

4. there has occurred:

• any general suspension of or general limitation on prices for, or trading in, our securities on any national securities exchange or in the over-the-counter market,

• any limitation by a governmental agency or authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer,

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit, or

• a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof,

which in our reasonable judgment, and regardless of the circumstances (including any action by us) giving rise to any such condition, makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement, of which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Consequences of Exchanging or Failing to Exchange Old Notes

If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer described in the legend on the old notes and in the indenture governing the old notes. These transfer restrictions are required because the old notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may not offer or sell your old notes unless they are registered or offered or sold in a transaction exempt from registration under the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. Accordingly, the trading market for your untendered old notes could be adversely affected.

Based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties, we believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the new notes, and, to the extent described below, you will not be entitled to participate in the exchange offer if:

• you are our “affiliate,” as defined in Rule 405 under the Securities Act;

• you are not acquiring the new notes in the exchange offer in the ordinary course of your business;

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• you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the new notes you will receive in the exchange offer;

• you are holding old notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering;

• if you are not a broker-dealer, you are engaged in or intend to engage in the distribution of the new notes;

• if you are a broker-dealer, you will not receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market-making or other trading activities or you will not deliver a prospectus in connection with any resale of the new notes you receive; or

• you are acting on behalf of a person who, to your knowledge, falls into one of the above exceptions.

If you do not meet these requirements, you may not rely on the applicable interpretations of the staff of the Commission, you will not be entitled to participate in the exchange offer, and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the new notes. In addition, even if you do meet these requirements, to comply with state securities laws, you may not offer or sell the new notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

The Commission has not considered, and we do not intend to request the Commission to consider, the exchange offer in the context of a no-action letter. As a result, we cannot guarantee that the Commission would make a similar determination with respect to the exchange offer as in the no action letters discussed above. If our belief with respect to the transferability of the new notes is not accurate, or if you do not meet the above requirements, and you transfer a new note without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from these requirements, then you could incur liability under the Securities Act. We do not and will not indemnify you against any liability that you may incur under the Securities Act.

Under some circumstances, holders of the old notes, including holders who are not permitted to participate in the exchange offer or who may not freely resell new notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of old notes by these holders.

Exchange Agent

We have appointed U.S. Bank National Association as the exchange agent for the exchange offer. All executed letters of transmittal and all questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

U.S. Bank National Association

By Facsimile:	By Registered or Certified Mail:	By Hand/Overnight Delivery:
(651) 495-8158	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue
Confirm by Telephone: (800) 934-6802	St. Paul, Minnesota 55107	St. Paul, Minnesota 55107

For Additional Information, Contact:

(800) 934-6802

Fees and Expenses

The principal solicitation is being made by mail by U.S. Bank National Association, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture relating to the new notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

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Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

Accounting Treatment

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes.

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DESCRIPTION OF THE NEW NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain definitions.” In this description, “the Company” refers only to PSS World Medical, Inc. and not to any of its subsidiaries. We refer to the new notes and old notes (to the extent not exchanged for new notes) in this description as the “notes”.

The new notes being offered under this prospectus will be issued and governed by the terms of an indenture dated as of February 24, 2012 among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “indenture”). The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes are registered under the Securities Act and generally are not subject to transfer restrictions or registration rights. Interest on the new notes began accruing on February 24, 2012, and the new notes will mature on March 1, 2022. The terms of the new notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act.

The following description is a summary of the material provisions of the indenture. It does not restate that agreement in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the new notes. Copies of the indenture are available as set forth below under “— Concerning the trustee.” Certain defined terms used in this description but not defined below under “— Certain definitions” have the meanings assigned to them in the indenture.

The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

Brief description of the new notes and the guarantees

The new notes

The new notes:

• are senior unsecured obligations of the Company;

• are senior in right of payment to all existing and future obligations of the Company that are by their terms expressly subordinated or junior in right of payment to the notes;

• are pari passu in right of payment with all existing and future unsecured unsubordinated obligations, including our 3.125% Convertible Senior Notes due 2014;

• are effectively junior to any of the Company’s existing and future secured obligations to the extent of the value of the assets securing such obligations;

• are unconditionally guaranteed by the Guarantors; and

• are structurally subordinated to all existing and future obligations, including trade payables, of those Subsidiaries of the Company that do not guarantee the notes.

The guarantees

The new notes will be unconditionally guaranteed by each of the Company’s Restricted Subsidiaries, except the Excluded Subsidiaries, that guarantee any other Indebtedness of the Company.

Each guarantee of the new notes:

• is a senior unsecured obligation of the Guarantor;

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• is senior in right of payment to all existing and future obligations of that Guarantor that are by their terms expressly subordinated or junior in right of payment to the notes;

• is pari passu in right of payment with all existing and future unsecured unsubordinated obligations of that Guarantor; and

• is effectively junior to any existing and future secured obligations of that Guarantor to the extent of the value of the assets securing such obligations.

The notes are unsecured obligations of the Company and as such are effectively subordinated to the secured debt of the Company to the extent of the value of the assets securing such debt. As of March 30, 2012, the Company had no secured debt.

As of March 30, 2012, the Company and the Guarantors had approximately $454.9 million of unsecured unsubordinated Indebtedness. The Credit Agreement is guaranteed on a senior basis by the Guarantors. The 3.125% Convertible Senior Notes due 2014 are pari passu with the notes, but are not guaranteed by, and are not guaranteed obligations of, the Guarantors. As of March 30, 2012, approximately $269.1 million was available to the Company for borrowing under the Credit Agreement.

Our non-Guarantor Subsidiaries accounted, on an aggregate basis, for 3.5% of our total consolidated revenues for the fiscal year ended March 30, 2012 and $10.9 million of liabilities (including trade payables) and 3.0% of our total consolidated assets as of March 30, 2012.

As of the Issue Date, all of our Subsidiaries were Restricted Subsidiaries. In addition, under the circumstances described below under the subheading “— Certain covenants — Designation of restricted and unrestricted subsidiaries,” we will be able to designate other subsidiaries as Unrestricted Subsidiaries. Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

Principal, maturity and interest

The Company may issue additional notes from time to time. Any offering of additional notes is subject to the covenant described below under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock.” The notes and any additional notes of the same series subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue new notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on March 1, 2022.

Interest on the notes accrues at the rate of 6.375% per annum. Interest and Additional Interest, if any, on the notes will be payable semi-annually in arrears on March 1, and September 1, of each year, commencing on September 1, 2012. The Company will make each interest payment to the Holders of record at the close of business on the immediately preceding February 15 and August 15 (whether or not a business day). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of receiving payments on the notes

If a Holder has previously given wire transfer instructions to the Company and the trustee, all principal, interest, Additional Interest, if any, and premium on that Holder’s notes will be paid in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

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Paying agent and registrar for the notes

The trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the Holders of the notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and exchange

A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any note selected for redemption. Also, the Company is not required to transfer or exchange any note for a period of 15 days before the mailing of a notice of redemption of notes to be redeemed.

Subsidiary guarantees

The notes are guaranteed by each of the Company’s current and future Restricted Subsidiaries, except the Excluded Subsidiaries. The Subsidiary Guarantees are the full and unconditional, and joint and several obligations of the Guarantors. Each Subsidiary Guarantee is a senior unsecured obligation of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Your ability to enforce the guarantees of the notes may be limited.”

Subject to the provisions of the following paragraph, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the trustee.

The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with the covenant described under the caption “Repurchase at the option of holders — Asset sales”;

(2) in connection with any sale of all or a majority of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with the covenant described under the caption “Repurchase at the option of holders — Asset sales”;

(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary in accordance with the requirements of the indenture;

(4) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the indenture;

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(5) upon the Company’s exercise of its legal defeasance option or covenant defeasance option as described under “Legal defeasance and covenant defeasance” below or if the Company’s obligations under the indenture and notes are discharged in accordance with the terms of the indenture; or

(6) pursuant to the covenant described below under the caption “Certain covenants — Covenant suspension”.

Optional redemption

At any time prior to March 1, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes (including any additional notes) at a redemption price of 106.375% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to (but not including) the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of such notes remains outstanding immediately after the occurrence of such redemption (excluding notes held by the Company and its Subsidiaries); and

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

At any time prior to March 1, 2017, the Company may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Redemption Premium and accrued and unpaid interest and Additional Interest, if any, to (but not including) the redemption date.

Except pursuant to the preceding two paragraphs, the notes will not be redeemable at the Company’s option prior to March 1, 2017. On or after March 1, 2017, the Company may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to (but not including) the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below:

Period	Redemption Price
2017		103.188	%
2018		102.125	%
2019		101.063	%
2020 and thereafter		100.000	%

Any notice of any optional redemption under the indenture may specify that such optional redemption is conditional upon the occurrence of one or more events or circumstances, as determined by the Company in its sole discretion.

Mandatory redemption

Except as set forth below under “— Repurchase at the option of holders,” the Company is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the option of holders

Change of control

If a Change of Control occurs, unless the Company has exercised its right to redeem all of the notes as described above under “— Optional redemption,” by giving notice of such redemption to the holders of the notes, each Holder of notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Company will offer a Change of Control

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Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased, to (but not including) the date of purchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder stating the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

The paying agent will promptly mail to each Holder of notes who properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer. Any Change of Control Offer may be made in advance of, and conditioned on the consummation of, such Change of Control.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Under clause (4) of the definition of Change of Control, a Change of Control will occur when a majority of the Company’s board of directors are not Continuing Directors. In a recent decision in connection with a proxy contest, the Delaware Court of Chancery held that the occurrence of a change of control under a similar indenture provision may nevertheless be avoided if the existing directors were to approve the slate of new director nominees (who would constitute a majority of the new board) as “continuing directors,” provided the incumbent directors give

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their approval in the good faith exercise of their fiduciary duties owed to the corporation and its stockholders. Therefore, in certain circumstances involving a significant change in the composition of the Company’s board of directors, including in connection with a proxy contest where the Company’s board of directors does not endorse a dissident slate of directors but approves them as Continuing Directors, holders of the notes may not be entitled to require the Company to make a Change of Control Offer.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between us and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain other transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the “Incurrence of indebtedness and issuance of preferred stock” covenant. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

Future Indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such Indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase their notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us.

The provisions under the indenture relating to our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the notes.

Asset sales

The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors; and

(3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on the most recent balance sheet (or footnotes thereof) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and from which the Company or such Restricted Subsidiary is released from further liability;

(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash received in that conversion; and

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(c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $25.0 million and 2.5% of the Consolidated Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or a Restricted Subsidiary may apply those Net Proceeds at its option:

(1) to repay, prepay, redeem or repurchase (x) any Indebtedness secured by such assets or any unsubordinated secured Indebtedness of the Company or any Guarantor or (y) any Indebtedness of a Restricted Subsidiary that is not a Guarantor;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

(3) to make a capital expenditure;

(4) to acquire Replacement Assets;

(5) to acquire other long-term assets that are used or useful in a Permitted Business; or

(6) any combination of any of the foregoing.

The Company or the Restricted Subsidiary will be deemed to have complied with the immediately preceding sentence with respect to any such Net Proceeds if it enters into a binding agreement to make an acquisition or capital expenditure permitted pursuant to clause (2), (3), (4) or (5) of the immediately preceding sentence in an amount equal to such Net Proceeds within such 365 days; provided that, if the relevant acquisition or capital expenditure is not consummated or completed, as the case may be, within the later of (x) 365 days after the receipt of the relevant Net Proceeds and (y) 180 days after the date of such binding agreement, such Net Proceeds will constitute “Excess Proceeds.” Pending the final application of any Net Proceeds, the Company or the Restricted Subsidiary may temporarily invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of notes and all holders of other Indebtedness that is pari passu with the notes to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased in minimum denominations of $2,000 principal amount and in integral multiples of $1,000 in excess thereof out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or, in the event such other pari passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued but unpaid interest and Additional Interest, if any, to the date of purchase (or, in respect of such other pari passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such pari passu Indebtedness), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with

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each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

Certain agreements governing the Company’s outstanding Indebtedness, including the Credit Agreement, generally prohibit the Company from purchasing notes, and also provide that certain transactions constituting a Change of Control or Asset Sale event with respect to the Company would constitute a default under these agreements. Any future debt agreements to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of its lenders or other counterparties to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing notes. In such case, the Company’s failure to purchase notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under other Indebtedness of the Company.

Selection and notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may be conditional upon the occurrence of certain events, including equity offerings.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Certain covenants

Covenant suspension

From and after the first date on which both (a) the notes are rated Investment Grade by at least two Rating Agencies and (b) there shall not exist a Default or Event of Default under the indenture (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Rating Event”), the Company and the Restricted Subsidiaries will no longer be subject to the covenants described herein under the captions (collectively, the “Suspended Covenants”):

• “— Repurchase at the option of holders — Asset sales,”

• “— Restricted payments,”

• “— Incurrence of indebtedness and issuance of preferred stock,”

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• “— Dividend and other payment restrictions affecting restricted subsidiaries,”

• clause (4) of the first paragraph under “— Merger, Consolidation or Sale of Assets,”

• “— Transactions with Affiliates,” and

• “— Additional Subsidiary Guarantees.”

Upon the occurrence of a Rating Event, (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released. There can be no assurance that a Rating Event will occur, or if one occurs, that the notes will continue to maintain an Investment Grade Rating.

In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under the indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating assigned to the notes below an Investment Grade rating then, following the Reversion Date, the Company and the Restricted Subsidiaries will again be subject to the Suspended Covenants under the indenture and all required Subsidiary Guarantees will be reinstated and issued.

The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the indenture with respect to notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the covenant described under the caption “— Restricted payments” will be made as though such covenant had been in effect prior to, but not during, any Suspension Period (and, for the avoidance of doubt, all Restricted Payments made during the Suspension Period and all Consolidated Net Income and other amounts attributable to the Suspension Period that would otherwise increase the amount of Restricted Payments available to be made pursuant to any clause (including, without limitation, pursuant to clause (3) of the first paragraph) of the covenant described under the caption “— Restricted payments” shall be excluded in determining the amount of Restricted Payments available to be made following a Reversion Date). For purposes of the “— Incurrence of indebtedness and issuance of preferred stock” covenant, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (2) of the second paragraph of such covenant. For purposes of the “— Dividend and other payment restrictions affecting restricted subsidiaries” covenant, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (1), (2) or (3) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of the second paragraph of such covenant. For purposes of the “— Transactions with affiliates” covenant, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (2) of the second paragraph of such covenant. Additionally, upon the occurrence of a Rating Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.

Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure by the Company or any Restricted Subsidiary to comply with the Suspended Covenants during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of events that occurred or actions taken during the Suspension Period) and the Company and any Restricted Subsidiary will be permitted, without causing a Default or Event of Default or breach of any kind under the indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby.

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Restricted payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary);

(b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company;

(c) make any voluntary or optional payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, except a payment of interest or principal at the Stated Maturity thereof or the purchase, redemption, defeasance, acquisition or retirement for value of any such Indebtedness within 365 days of the Stated Maturity thereof; or

(d) make any Restricted Investment

(all such payments and other actions set forth in these clauses (a) through (d) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of indebtedness and issuance of preferred stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after December 30, 2011 (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16) and (17) of the next succeeding paragraph) is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from December 30, 2011 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds and the fair market value (as determined in good faith by the Board of Directors) of property or assets received by the Company since December 30, 2011 as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock and contributions used to fund Contribution Indebtedness) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities that have been converted into or exchanged for such Equity Interests of the Company (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary), plus

(c) to the extent that any Restricted Investment that was made after December 30, 2011 is sold for cash or Cash Equivalents (or a combination thereof) or otherwise liquidated or repaid for cash or Cash Equivalents (or a combination thereof), the lesser of (i) the return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus

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(d) an amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries resulting from cash dividends, repayments of loans or advances or other transfers of assets, in each case to the Company or any Restricted Subsidiary from Unrestricted Subsidiaries, plus (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, in each case since December 30, 2011 (provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made since December 30, 2011 by the Company or any Restricted Subsidiary that were treated as Restricted Payments, and provided, further, that no amount will be included under this clause (d) to the extent it is already included in clauses (a), (b) or (c) above).

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness of the Company or any Restricted Subsidiary or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of Subordinated Indebtedness of the Company or any Restricted Subsidiary with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend or similar distribution by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any officer, director or employee of the Company or any Subsidiary of the Company in connection with any management equity subscription agreement, any compensation, retirement, disability, severance or benefit plan or agreement, any stock option or incentive plan or agreement, any employment agreement or any other similar plans or agreements; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $7.5 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding years);

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights or the lapsing of restrictions on restricted stock, to the extent such Equity Interests represent a portion of the exercise price of those stock options or stock appreciation rights or the withholding taxes payable in connection with such stock options, stock appreciation rights or restricted stock;

(7) additional Restricted Payments, provided that after giving pro forma affect to any such Restricted Payment the Guaranteed Debt Ratio is no greater than 2.0 to 1;

(8) the repurchase of any class of Capital Stock of a Restricted Subsidiary (other than Disqualified Stock) if such repurchase is made pro rata among all holders of such class of Capital Stock;

(9) the payment of any scheduled dividend or similar distribution, and any scheduled repayment of the stated amount, liquidation preference or any similar amount at final maturity or on any

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scheduled redemption or repurchase date, in respect of any series of preferred stock or similar securities of the Company or any Restricted Subsidiary (including Disqualified Stock), provided that such series of preferred stock or similar securities was issued in compliance with the “— Incurrence of indebtedness and issuance of preferred stock” covenant;

(10) payments in lieu of fractional shares;

(11) the purchase of any Indebtedness that is subordinate to the notes at a purchase price no greater than 101% of the principal amount thereof in the event of a Change of Control in accordance with provisions similar to those described under the caption “Repurchase at the option of holders — Change of control”; provided that prior to such purchase the Company has made the Change of Control Offer as provided in such section and has purchased all notes validly tendered for payment in connection with such Change of Control Offer;

(12) honoring any conversion request by a holder of convertible securities and making required cash payments in connection therewith;

(13) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness (x) from Net Proceeds to the extent permitted by the covenant described under the caption “— Repurchase at the option of holders — Asset sales” or (y) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Company shall have complied with the covenant described under “— Change of Control” and, if required, purchased all notes tendered pursuant to the offer to repurchase all the notes required thereby, prior to purchasing or repaying such Subordinated Indebtedness;

(14) payments or distributions to dissenting stockholders pursuant to applicable law in connection with any merger, consolidation or disposition in accordance with the terms of the indenture;

(15) the purchase, redemption, cancellation or other retirement for a nominal value per right of any rights granted to holders of the Company’s common stock pursuant to a shareholder rights plan;

(16) the repurchase, redemption or other acquisition of Disqualified Stock of the Company or any of its Restricted Subsidiaries in exchange for or out of the proceeds of a substantially concurrent offering of, Disqualified Stock of the Company; and

(17) additional Restricted Payments in an aggregate amount not to exceed $100.0 million (with each such Restricted Payment being valued as of the date made and without regard to subsequent changes in value).

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities in excess of $25.0 million that are required to be valued by this covenant will be determined by the Board of Directors of the Company in good faith, whose determination with respect thereto will be conclusive.

For purposes of determining compliance with this “Restricted Payments” covenant, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (17) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

Incurrence of indebtedness and issuance of preferred stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise,

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with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and the Company may issue Disqualified Stock and any Restricted Subsidiary may issue preferred stock (including Disqualified Stock) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the following (collectively, “Permitted Debt”):

(1) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness (and letters of credit, bankers’ acceptances and like instruments) under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $400.0 million (less the aggregate principal amount of Indebtedness incurred by Securitization Subsidiaries and then outstanding pursuant to clause (17) of this paragraph) and (ii) the Borrowing Base as of the date of such incurrence;

(2) Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by (a) the old notes and the related Subsidiary Guarantees issued on the Issue Date and (b) the Exchange Notes and the Exchange Subsidiary Guarantees to be issued pursuant to the indenture in exchange for the old notes and the Subsidiary Guarantees issued on the Issue Date in accordance with the terms of the Registration Rights Agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $35.0 million and 3.5% of Consolidated Assets at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (15), (23), (26) or this clause (5) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness or the issuance of Disqualified Stock or Preferred Stock between or among the Company and any of its Restricted Subsidiaries; provided, however, that (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness, Disqualified Stock or Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness, Disqualified Stock or Preferred Stock to a Person that is not either the Company or a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness, Disqualified Stock or Preferred Stock by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (a) interest rate risk with respect to any Indebtedness that is permitted by the terms of the indenture to be outstanding or (b) exchange rate risk with respect to obligations under any agreement or Indebtedness, or with respect to any asset, of such Person that is payable or denominated in a currency other than U.S. Dollars;

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(8) the guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;

(9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock (including Disqualified Stock) in the form of additional shares of the same class of preferred stock (including Disqualified Stock) will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock (including Disqualified Stock) for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;

(10) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities, hold backs or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock of Restricted Subsidiaries, or contingent payment obligations incurred in connection with the acquisition or disposition of assets which are contingent on the performance of the assets acquired or disposed of;

(11) Indebtedness represented by (a) letters of credit for the account of the Company or any Restricted Subsidiary or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, to the extent that such letters of credit and other obligations, as the case may be, are intended to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, in connection with participation in government reimbursement or other programs or other similar requirements in the ordinary course of business;

(12) the incurrence by the Company or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to purchase notes pursuant to a Change of Control Offer or to defease or discharge notes in accordance with the terms of the indenture;

(13) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(14) Indebtedness constituting or arising under Cash Management Services;

(15) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take or pay obligations in supply agreements, in each case in the ordinary course of business;

(16) Indebtedness of the Company and its Subsidiaries representing the obligation of such Person to make payments with respect to the cancellation or repurchase of Capital Stock of officers, employees or directors (or their estates) of the Company or such Subsidiaries pursuant to the terms of employment, severance or termination agreements, benefit plans or similar documents;

(17) Indebtedness incurred by a Securitization Subsidiary in connection with a Qualified Securitization Transaction that is not recourse with respect to the Company and its Restricted Subsidiaries; provided, however, that in the event such Securitization Subsidiary ceases to qualify as a Securitization Subsidiary or such Indebtedness becomes recourse to the Company or any of its Restricted Subsidiaries, such Indebtedness will, in each case, be deemed to be, and must be classified by the Company as, incurred at such time (or at the time initially incurred) under one more of the other provisions of this covenant;

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(18) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business;

(19) unsecured Indebtedness in respect of obligations of the Company or any of its Restricted Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the Incurrence of the related obligations) in the ordinary course of business;

(20) Indebtedness representing deferred compensation to employees of the Company or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(21) reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business, and Indebtedness of the Company in respect of letters of credit issued by the Company for its own account or for the account of any of its Restricted Subsidiaries;

(22) Indebtedness of Foreign Subsidiaries up to, but not exceeding, the sum of (x) $50.0 million plus (y) the Foreign Borrowing Base at any one time outstanding;

(23) Contribution Indebtedness;

(24) Real Estate Financing in an aggregate amount outstanding at any one time not to exceed $25.0 million;

(25) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (which may include, but is not limited to, Indebtedness of the types referred to in the foregoing clauses (1) through (22) and clauses (24) and (26)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (25), not to exceed the greater of $125.0 million and 12.5% of Consolidated Assets; and

(26) Indebtedness of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company), provided that after giving effect thereto, (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test in the first paragraph above, or (b) the Fixed Charge Coverage Ratio would be no worse than immediately prior thereto.

For purposes of determining compliance with this “Incurrence of indebtedness and issuance of preferred stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (26) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify and reclassify such item of Indebtedness in any manner that complies with this covenant. Indebtedness under the Credit Agreement outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded with respect to any Indebtedness solely as a result of fluctuations in exchange rates or currency values.

Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

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The Company will not, directly or indirectly, incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the notes to the same extent. The Company will not permit any Guarantor to incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Subsidiary Guarantee to the same extent.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any property or asset now owned or hereafter acquired by the Company or such Restricted Subsidiary, except Permitted Liens, without making effective provision whereby any and all notes then or thereafter outstanding will be secured by a Lien equally and ratably with or prior to any and all other obligations thereby secured for so long as any such obligations shall be so secured.

Any Lien created for the benefit of Holders pursuant to the preceding paragraph shall provide by its terms that any such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien securing such other Indebtedness.

Dividend and other payment restrictions affecting restricted subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

(2) the indenture, the notes, Subsidiary Guarantees, the Exchange Notes and the Exchange Subsidiary Guarantees;

(3) applicable law;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such encumbrances or restrictions were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

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(5) customary non-assignment provisions in leases and licenses entered into in the ordinary course of business;

(6) purchase money obligations or Capital Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions on that property or assets of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary or any assets thereof that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “— Liens”;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(11) restrictions imposed in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the covenant described under the caption “— Incurrence of indebtedness and issuance of preferred stock”, provided that such restrictions do not materially adversely affect the Company’s ability to pay interest and principal on the notes when due;

(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed by governmental agencies or authorities;

(13) in the case of clause (3) of the preceding paragraph, encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to Indebtedness and that do not materially detract from the value of the property or assets of the Company and its Restricted Subsidiaries; and

(14) encumbrances or restrictions in the terms of Indebtedness permitted to be incurred under the indenture if the encumbrance or restriction is not materially more disadvantageous to Holders than is customary in comparable financings and will not, at the time of creation, materially affect the Company’s ability to make principal or interest payments on the notes (in each case determined by the Company in good faith).

Merger, consolidation or sale of assets

The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

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(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the notes, the indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of the Company or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of indebtedness and issuance of preferred stock” or (b) have a Fixed Charge Coverage Ratio that is no worse than the Fixed Charge Coverage Ratio of the Company for such applicable four-quarter period without giving pro forma effect to such transactions.

Clauses (3) and (4) of the first paragraph of this “Merger and Consolidation” covenant will not apply to any transaction in which (i) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Company or another Restricted Subsidiary or (ii) the Company consolidates or merges with or into or transfers all or substantially all its properties and assets to an Affiliate incorporated or organized for the purpose of reincorporating the Company in another jurisdiction.

In addition, the Company may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This “Merger, consolidation or sale of assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in accordance with the foregoing provisions, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the indenture with the same effect as if such successor had been named as the Company therein. When a successor assumes all the obligations of its predecessor under the indenture and the notes following a consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

Designation of restricted and unrestricted subsidiaries

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “— Restricted payments” or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

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Transactions with affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate payments in excess of $5.0 million (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million the Company delivers to the trustee a resolution of the Company’s Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Company’s Board of Directors, or an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation, retirement, disability, severance or employee benefit arrangements and incentive arrangements with, and loans and advances to, any officer, director or employee in the ordinary course of business;

(2) performance of all agreements in existence on the Issue Date and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to the Company or any of its Restricted Subsidiaries than the original agreement in effect on the Issue Date;

(3) transactions in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the covenant described above under the caption “— Incurrence of indebtedness and issuance of preferred stock”;

(4) transactions in the ordinary course of business with any joint venture that is otherwise permitted by the indenture; provided, that such joint venture is between and among the Company and/or any of its Subsidiaries on the one hand and third parties that are not otherwise Affiliates of the Company on the other hand;

(5) transactions between or among the Company and/or its Restricted Subsidiaries;

(6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company or a Restricted Subsidiary owns an Equity Interest in, or controls, such Person;

(7) issuances of Equity Interests (other than Disqualified Stock) to, or other capital contributions from, Affiliates of the Company and the granting of registration and other customary rights in connection therewith;

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(8) Restricted Payments and Permitted Investments that are permitted by the provisions of the indenture described above under the caption “— Restricted payments”;

(9) transactions complying with the covenant described above under the caption “— Merger, consolidation or sale of assets”; and

(10) pledges of Equity Interests of Unrestricted Subsidiaries.

Additional subsidiary guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then that newly acquired or created Domestic Subsidiary (other than an Excluded Subsidiary) will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee as promptly as possible after the end of the fiscal quarter in which it was acquired or created. If after the Issue Date any Excluded Subsidiary guarantees any Indebtedness of the Company, then that Excluded Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee as promptly as possible after the end of the fiscal quarter in which it guaranteed such other Indebtedness of the Company.

Reports

Whether or not required by the Commission, so long as any notes are outstanding, the Company will furnish to the Holders of notes and file with the Commission (unless the Commission will not accept such filing), within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports; provided, that any information accepted for filing with the Commission shall be deemed to have been furnished to Holders of the notes.

Events of default and remedies

Each of the following is an Event of Default with respect to the notes, as the case may be:

(1) default for 30 days in the payment when due of interest or Additional Interest on the notes;

(2) default in payment when due of the principal of, or premium, if any, on the notes (including the failure to repurchase notes pursuant to a Change of Control Offer or Asset Sale Offer);

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the caption “— Certain covenants — Merger, consolidation or sale of assets”;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the indenture;

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(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal of such Indebtedness at its final stated maturity after giving effect to any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more, provided that no default will be deemed to occur with respect to any such Indebtedness that is paid or otherwise acquired or retired within 20 business days after such acceleration or Payment Default;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of $25.0 million (net of any indemnity payments actually received in respect thereof, provided that such indemnity payments are not subject to any ongoing legal or other dispute or disagreement and are otherwise uncontested) that are not covered by insurance from a reputable insurer or as to which such insurer has not acknowledged coverage in writing, which judgments are not paid, discharged, bonded or stayed for a period of 60 days;

(7) except as permitted by the indenture, any Subsidiary Guarantee of a Significant Subsidiary of notes shall be held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee for the notes; and

(8) certain events of bankruptcy or insolvency described in the indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary.

A Default under clause (4) is not an Event of Default in respect of the notes until the trustee or the Holders of at least 25% in principal amount of the notes then outstanding notify the Company and the trustee (in the case of a notice given by Holders) of the Default and the Company does not cure such default within the time specified after receipt of such notice.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest.

The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest or premium on, or the principal of, the notes.

The Company is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the trustee a statement specifying such Default or Event of Default.

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No personal liability of directors, officers, employees and stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal defeasance and covenant defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or Additional Interest and premium on, such notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Company’s and the Guarantor’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs in respect of the notes, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to the Company) described under “— Events of default and remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay the principal of, or interest or Additional Interest and premium on, the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3) in the case of Covenant Defeasance, the Company has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7) the Company must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with or waived.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all notes not theretofore delivered to the trustee for cancellation (i) have become due and payable or (ii) will become due and payable on the maturity date or within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Company.

Amendment, supplement and waiver

Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

(1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note, or change the date on which any notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price for those notes;

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or Additional Interest, if any, or premium on, the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default in respect of the notes that resulted from such acceleration);

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(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or Additional Interest or premium on, the notes;

(7) after the date of an event giving rise to a redemption, waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the option of holders”);

(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder of notes, the Company, the Guarantors, if applicable, and the trustee may amend or supplement the indenture or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of notes in the case of a merger or consolidation or sale, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s or a Guarantor’s assets or properties;

(4) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder;

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes;

(7) to evidence and provide the acceptance of the appointment of a successor trustee under the indenture;

(8) to mortgage, pledge, hypothecate or grant a security interest in favor of the trustee for the benefit of the Holders of notes as additional security for the payment and performance of the Company’s or a Guarantor’s obligations;

(9) to release a Guarantor from its Subsidiary Guarantee pursuant to the terms of the indenture when permitted or required pursuant to the terms of the indenture; or

(10) to conform the text of the indenture, the notes or the Subsidiary Guarantees to any provision of this Description of the New Notes to the extent that such provision in this Description of the New Notes was intended to be a verbatim recitation of a provision of the indenture, the notes or the Subsidiary Guarantees, as provided in an officer’s certificate.

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Satisfaction and discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders of notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and accrued interest and Additional Interest, if any, to the date of maturity or redemption;

(2) no Default or Event of Default with respect to the notes has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to make the deposit required to effect such satisfaction and discharge and any similar deposit relating to other Indebtedness and in each case the granting of Liens to secure such borrowings);

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the indenture with respect to the notes; and

(4) the Company has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied or waived.

Concerning the trustee

If the trustee becomes a creditor of the Company or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to PSS World Medical, Inc., 4345 Southpoint Boulevard, Jacksonville, Florida, 32216, Attention: Secretary.

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Certain definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“3.125% Convertible Senior Notes due 2014” means the $230.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2014 issued by the Company pursuant to an indenture dated as of August 4, 2008 between the Company and U.S. Bank National Association, as trustee.

“Additional Interest” means all additional interest owing on the notes pursuant to the Registration Rights Agreement.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person (limited to the maximum amount of liability of the specified Person with respect to such Lien).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Redemption Premium” means, with respect to any note on any redemption date, the excess of

(1) the present value at such redemption date of the redemption price of such note if such note were redeemed on March 1, 2017 plus all required interest payments due on such note through March 1, 2017 computed using a discount rate equal to the Treasury Rate at such redemption date plus 50 basis points, over

(2) the then-outstanding principal amount of the note,

in each case, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition by the Company or any of its Restricted Subsidiaries of any assets, other than sales of products and services in the ordinary course of business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the covenant described above under the caption “— Repurchase at the option of holders — Change of control” and/or the covenant described above under the caption “— Certain covenants — Merger, consolidation or sale of assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests (other than directors’ qualifying shares) by any Restricted Subsidiary or the sale of Equity Interests in any Restricted Subsidiary.

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Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $10.0 million;

(2) a transfer of assets between or among the Company and one or more Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale, lease, assignment, sublease or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “— Certain covenants — Restricted payments”;

(7) the sale and leaseback of any assets within 180 days of the acquisition of such assets;

(8) a sale or other disposition of accounts receivable and related assets in connection with a financing transaction involving such assets (including, without limitation, in connection with a securitization or similar financing);

(9) any disposition of property in the ordinary course of business by the Company or any Restricted Subsidiary that, in the good faith judgment of management of the Company, has become obsolete, worn out, damaged or no longer useful in the conduct of the business of the Company or the Restricted Subsidiaries;

(10) any Asset Swap;

(11) any loans or other transfers of equipment to customers of the Company or any Restricted Subsidiary in the ordinary course of business for use with the products or services of the Company or any Restricted Subsidiary;

(12) the sale or issuance of a minimal number of Equity Interests in a Foreign Subsidiary to a foreign national to the extent required by local law;

(13) the discount or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

(14) licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software or intellectual property in the ordinary course of business or consistent with past practice;

(15) the sale, transfer or other disposition of Hedging Obligations incurred pursuant to the covenant described above under the caption “— Certain covenants — Incurrence or indebtedness and issuance of preferred stock”;

(16) sales of assets received by the Company or any of its Restricted Subsidiaries upon the foreclosure on a Lien;

(17) the disposition of Receivables and Related Assets in a Qualified Securitization Transaction;

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(18) any “fee in lieu” or other disposition of assets to any governmental authority or agency that continue in use by the Company or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee;

(19) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement;

(20) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary; and

(21) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition.

“Asset Sale Offer” has the meaning set forth under “— Repurchase at the option of holders — Asset sales.”

“Asset Swap” means an exchange by the Company or any Restricted Subsidiary of property or assets for property or assets of another Person; provided that (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such exchange at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Company’s Board of Directors), and (ii) at least 75% of the consideration received in such exchange constitutes assets or other property of a kind usable by the Company and its Restricted Subsidiaries in a Permitted Business; provided, further that any cash and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with such an exchange shall constitute Net Proceeds subject to the provisions under “— Repurchase at the option of holders — Asset sales.”

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation (or any duly authorized committee thereof);

(2) with respect to a partnership, the Board of Directors (or any duly authorized committee thereof) of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of the fiscal quarter most recently ended, an amount equal to:

(1) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries on a consolidated basis, plus

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(2) 65% of the book value of the inventory of the Company and its Restricted Subsidiaries on a consolidated basis outstanding at any time,

in each case on a pro forma basis, including (x) any property or assets of the type described above acquired since the end of such fiscal quarter and (y) any property or assets of the type described above being acquired in connection with any transaction giving rise to a recalculation of the Borrowing Base.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) Securities constituting direct obligations of the United States or any agency or instrumentality of the United States, the payment or guarantee of which constitutes a full faith and credit obligation of the United States, maturing in three years or less from the date of acquisition thereof;

(3) securities constituting direct obligations of any State or municipality within the United States maturing in three years or less from the date of acquisition thereof which, in any such case, at the time of acquisition by the Company or any Restricted Subsidiary, is accorded one of the two highest long-term or short-term, as applicable, debt ratings by S&P or Moody’s or any other United States nationally recognized credit rating agency of similar standing;

(4) certificates of deposit with a maturity of one year or less or bankers’ acceptances issued by a bank or trust company having capital, surplus and undivided profits aggregating at least $500.0 million and having a short-term unsecured debt rating of at least “P-1” by Moody’s or “A-1” by S&P;

(5) eurodollar time deposits with maturities of one year or less and overnight bank deposits with any bank or trust company having capital, surplus and undivided profits aggregating at least $500.0 million and having a short-term unsecured debt rating of at least “P-1” by Moody’s or “A-1” by S&P;

(6) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (2), (3), (4) and (5) above entered into with any financial institution meeting the qualifications specified in such clauses above;

(7) commercial paper maturing in 365 days or less from the date of issuance which, at the time of acquisition by the Company or any Restricted Subsidiary, is accorded a rating of “A2” or better by S&P or “P2” or better by Moody’s or any other United States nationally recognized credit rating agency of similar standing;

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(8) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America having capital and surplus aggregating in excess of $500.0 million (or the foreign currency equivalent thereof) and whose long term debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization as such term is defined under Section 3(62) of the Securities Exchange Act of 1934, as amended) at the time such Investment is made; and

(9) any fund or other pooling arrangement at least 95% of the assets of which constitute Investments described in clauses (1) through (8) of this definition.

“Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing, credit, debit or purchase card services, electronic funds transfer and other similar cash management arrangements.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole (other than any Qualified Securitization Transaction in accordance with the terms of the indenture) “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the Company becomes aware of (by way of a report or other filing pursuant to Section 13(d) of the Exchange Act, proxy, written notice or otherwise) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“Charity Subsidiary” means any of PSS Gulf South Employee Relief Fund, Inc., PSS Gulf South Medical Supply Relief Fund, Inc. and PSS WM Employee Education Fund, Inc.

“Consolidated Assets” of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries on a consolidated basis at such date, as determined in accordance with GAAP.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1) an amount equal to any extraordinary, unusual or non-recurring loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (without regard to the dollar limitation in the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

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(3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments or expenses, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and all other non-cash losses, charges, debits or expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period but in any event including any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash losses, charges, debits or expenses were deducted in computing such Consolidated Net Income; plus

(5) all transaction costs and expenses incurred by the Company and its Restricted Subsidiaries in connection with any capital markets transaction (including the issuance of the notes and the exchange notes), any issuance of Capital Stock, any merger or acquisition transaction, any Asset Sale or any incurrence of Indebtedness, in each case, whether or not such transaction is ultimately consummated; minus

(6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions that have been waived or otherwise released);

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(3) for purposes of the covenant described above under the caption “— Restricted payments”, the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;

(4) the cumulative effect of a change in accounting principles will be excluded;

(5) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness shall be excluded;

(6) any gains or losses in respect of Hedging Obligations shall be excluded;

(7) any foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person shall be excluded;

(8) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards shall be excluded; and

(9) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of the insurable event (with a deduction for any amount so added back to the extent not so reimbursed within such 365 day period), expenses with respect to liability or casualty events or business interruption shall be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors immediately after the annual stockholders meeting of the Company following the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount up to 100% of the net cash proceeds received by the Company or any Restricted Subsidiary from either (x) the issuance or sale of its Capital Stock subsequent to the Issue Date or (y) as a contribution in respect of its Capital Stock from its shareholders, in each case subsequent to the Issue Date as determined in accordance with clause (3)(b) of the first paragraph of the covenant described under the caption “Certain covenants — Restricted payments” to the extent such net proceeds have not been applied pursuant to such clause to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of the covenant described under the caption “Certain covenants — Restricted Payments” or to make Permitted Investments.

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of November 16, 2011, by and among PSS World Medical, Inc., each of the Company’s subsidiaries therein named, the lenders parties thereto, Bank of America, N.A., as administrative agent and the other arrangers and agents named therein, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (including, without limitation, as to principal amount), modified, renewed, refunded, replaced or refinanced from time to time (whether in whole or in part and whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities, indentures, or other agreements in each case with banks, institutional or other lenders, investors or a trustee providing for revolving credit loans, term loans, receivables financing (including through the

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sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, debt securities or other Indebtedness, in each case, as amended (including, without limitation, as to principal amount), restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original agents or lenders or parties and whether or not contemplated under the original agreement relating thereto). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder or (iii) otherwise altering the terms and conditions thereof.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means any non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an officers’ certificate executed by the principal financial officer and any of the other executive officers of the Company or such Restricted Subsidiary at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature.

Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control with respect to the Company or an asset sale by the Company or its Restricted Subsidiaries will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain covenants — Restricted payments.”

“Domestic Subsidiary” means any Restricted Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale by the Company for cash of its common stock or preferred stock (excluding Disqualified Stock).

“Excess Proceeds” has the meaning set forth under “— Repurchase at the option of holders — Asset sales.”

“Exchange Notes” means the debt securities of the Company issued pursuant to the indenture in exchange for the notes in compliance with the terms of the Registration Rights Agreement.

“Exchange Subsidiary Guarantees” means the guarantees of the obligations of the Company under the indenture and the notes issued pursuant to the indenture in exchange for the Subsidiary Guarantees in compliance with the terms of the Registration Rights Agreement.

“Excluded Subsidiaries” means any Foreign Subsidiary, the Charity Subsidiaries and those Domestic Subsidiaries that are designated by the Company as Domestic Subsidiaries that will not be Guarantors; provided, however, that in no event will the Excluded Subsidiaries that are Domestic Subsidiaries, either individually or collectively, hold more than 5.0% of the consolidated assets of the Company and its Domestic Subsidiaries as of the

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end of the most recent fiscal quarter or account for more than 5.0% of the consolidated revenue of the Company and its Domestic Subsidiaries during the most recent four-quarter period (in each case determined as of the most recent fiscal quarter for which the Company has internal financial statements available); provided, further, that any Foreign Subsidiary, Domestic Subsidiary or Charity Subsidiary that guarantees other Indebtedness of the Company may not be designated as or continue to be an Excluded Subsidiary. In the event any Foreign Subsidiaries, Domestic Subsidiaries or Charity Subsidiaries previously designated as Excluded Subsidiaries, either individually or collectively, cease to meet the requirements of the previous sentence, the Company will promptly cause one or more of such Foreign Subsidiaries, Domestic Subsidiaries or Charity Subsidiaries to become Guarantors so that the requirements of the previous sentence are complied with.

“Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date of the notes, until such amounts are repaid.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, net of the effect of all payments made or received pursuant to Hedging Obligations but excluding amortization of debt issuance costs, commissions and expenses, amortization of deferred financing fees, non-cash interest expense attributable to marked-to-market valuation of Hedging Obligations, expensing of bridge, commitment and other financing fees, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and accretion of accrued interest on discounted liabilities; plus

(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, to the extent such Guarantee or Lien is called upon; plus

(4) all dividends paid in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary; minus

(5) any non-cash interest expense for convertible debt instruments resulting from the application of ASC 470-20, “Debt — Debt with Conversion and Other Options”; minus

(6) any interest income of such Person and its Restricted Subsidiaries.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four consecutive fiscal quarter period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the four consecutive fiscal quarter period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect, including, without limitation, to any transaction giving rise to such calculation, to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four quarter period.

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In addition, for purposes of calculating the Fixed Charge Coverage Ratio, pro forma effect will be given to:

(1) acquisitions of any operations or businesses or assets (other than assets acquired in the ordinary course of business) that have been made by the specified Person or any of its Restricted Subsidiaries, including through purchases or through mergers or consolidations and including any related financing transactions, during the four consecutive fiscal quarter period or subsequent to such four quarter period and on or prior to the Calculation Date, as if they had occurred on the first day of the four quarter period; and

(2) the discontinuance of operations or businesses and dispositions of operations or businesses or assets (other than assets disposed of in the ordinary course of business) during the four consecutive fiscal quarter period or subsequent to such four quarter period and on or prior to the Calculation Date, as if they had occurred on the first day of the four quarter period.

For the purposes of this definition, whenever pro forma effect is to be given to any acquisition, merger, investment, disposition or discontinuance of operations or other transaction (a “Specified Transaction”), or the amount of income or earnings or consolidated cash flow relating thereto and the amount of Fixed Charges associated with any Indebtedness incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof may, for the avoidance of doubt, include anticipated cost savings or synergies relating to any such Specified Transaction (which cost savings or synergies shall be limited to the extent reasonably anticipated to be realized and supportable in the good faith judgment of the Company and actions necessary for realization thereof have been taken or are to be taken within 12 months of the applicable sale, purchase or other transaction) and shall be as determined in good faith by the Chief Financial Officer or an authorized officer of the Company and as set forth in an officer’s certificate.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire four quarter period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable four quarter period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Foreign Borrowing Base” means, as of the fiscal quarter most recently ended, an amount equal to (1) 85% of the book value of the accounts receivable of Foreign Subsidiaries and (2) 65% of the book value of the inventory of Foreign Subsidiaries, in each case on a pro forma basis, including (x) any property or assets of the type described above acquired since the end of the most recent fiscal quarter and (y) any property or assets of the type described above being acquired in connection with any transaction giving rise to a recalculation of the Foreign Borrowing Base.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States as in effect as of the Issue Date, including those set forth in:

(1) the Financial Accounting Standards Board’s FASB Accounting Standards Codification; and

(2) the rules and regulations of the SEC with respect to generally accepted accounting principles, including those governing the inclusion of financial statements in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

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Further, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries but does not include any Unrestricted Subsidiary.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guaranteed Debt Ratio” means, as of any date of determination, the ratio of (x) consolidated total Indebtedness of the Company and its Restricted Subsidiaries as of the date of the event for which the calculation of the Guaranteed Debt Ratio is made (excluding any Indebtedness for which the Company is the sole obligor), to (y) the Consolidated Cash Flow of the Company for the most recent four consecutive fiscal quarter period prior to such date of determination for which internal financial statements are available, in each case, calculated on a pro forma basis in a manner consistent with the adjustments set forth in the definition of Fixed Charge Coverage Ratio.

“Guarantors” means each of:

(1) the Restricted Subsidiaries of the Company as of the Issue Date other than Excluded Subsidiaries; and

(2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns; provided that upon the release and discharge of any Person from its Subsidiary Guarantee in accordance with the indenture, such Person shall cease to be a Guarantor.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and other similar agreements, incurred for the purpose of hedging interest rate risk; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

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“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance of the deferred and unpaid purchase price of any property; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person, in each case limited to the maximum amount of liability of the specified Person with respect to such Lien or Guarantee on the date in question. Notwithstanding anything in the foregoing to the contrary, Indebtedness shall not include trade payables or accrued expenses for property or services incurred in the ordinary course of business, any liability for federal, state, local or other taxes or any settlements or judgments relating to governmental litigations and/or investigations.

The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness.

“Investment Grade” means (1) with respect to S&P, any of the rating categories from and including AAA to and including BBB- and (2) with respect to Moody’s, any of the rating categories from and including Aaa to and including Baa3 (or, in either case, the equivalent of such rating by such organization), or an equivalent rating by any other Rating Agency.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain covenants — Restricted payments”. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain covenants — Restricted payments”. “Investments” shall exclude extensions of trade credit.

“Issue Date” means the original issue date for the first issuance of old notes under the indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

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“Limited Originator Recourse” means a reimbursement obligation of the Company in connection with a drawing on a letter of credit, revolving loan commitment, cash collateral account or other such credit enhancement issued to support Indebtedness of a Securitization Subsidiary that the Company’s board of directors (or a duly authorized committee thereof) determines is necessary to effectuate a Qualified Securitization Transaction; provided that the available amount of any such form of credit enhancement at any time shall not exceed 10% of the principal amount of such Indebtedness at such time; and provided, further, that such reimbursement obligation is permitted to be Incurred by the Company pursuant to the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock.”

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale (without regard to the dollar limitation in the definition thereof); (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; or (c) any acquisition, recapitalization or Permitted Investment of such Person or any of its Restricted Subsidiaries;

(2) any extraordinary, unusual or non-recurring gain, charge, expense or loss (together with any related provision for taxes on such extraordinary, unusual or non-recurring gain, charge, expense or loss), including, without limitation, (a) restructuring charges, reserves or other related expenses, (b) fees, expenses or charges relating to facility shutdowns and discontinued operations, (c) acquisition integration costs, (d) severance or other employee termination or relocation costs, expenses or charges, (e) non cash compensation charges recorded from grants of stock options, restricted stock, stock appreciation rights and other equity equivalents to officers, directors and employees and (f) litigation and investigation settlement costs and related expenses; and

(3) the net income (or loss) from disposed or discontinued operations.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, any relocation expenses incurred as a result of the Asset Sale, any taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the repayment of Indebtedness, all distributions and other payments required to be made to non-majority interest holders in subsidiaries or joint ventures as a result of such Asset Sale and appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means the business or businesses conducted by the Company and its Restricted Subsidiaries as of the Issue Date and any business ancillary or complementary thereto or a reasonable extension thereof.

“Permitted Debt” has the meaning set forth under “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock.”

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“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the option of holders — Asset sales”;

(5) any Investment to the extent the consideration therefor was the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) Hedging Obligations and commodity hedges, collar-spread hedges and other similar hedging obligations entered into in the ordinary course of business for bona fide hedging purposes (and not for speculative purposes) of the Company and its Restricted Subsidiaries;

(7) intercompany Indebtedness to the extent permitted under the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock”;

(8) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business and Investments to secure participation in government reimbursement programs;

(9) loans and advances to officers, directors and employees made in the ordinary course of business;

(10) Investments represented by accounts and notes receivable created or acquired in the ordinary course of business;

(11) Investments existing on the Issue Date (or pursuant to a binding commitment in existence on the Issue Date) and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced;

(12) Investments by any qualified or nonqualified benefit plan established by the Company or its Restricted Subsidiaries made in accordance with the terms of such plan, or any Investments made by the Company or any Restricted Subsidiary in connection with the funding thereof;

(13) Investments received in settlement of debts or judgments owed to the Company or any Restricted Subsidiary, including, without limitation, as a result of foreclosure, perfection or enforcement of any Lien or indebtedness or in connection with any bankruptcy, liquidation, receivership or insolvency proceeding;

(14) Investments in any Subsidiary that constitutes a special purpose entity formed for the primary purpose of issuing trust preferred or similar securities in a transaction permitted by the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock”;

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(15) Investments deemed to have been made as a result of the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not made in contemplation of the acquisition of such Person and only to the extent that the aggregate fair market value of such Investments does not exceed 25% of the fair market value of the total consideration paid to acquire such Person;

(16) Investments by the Company or a Restricted Subsidiary in a Securitization Subsidiary in connection with a Qualified Securitization Transaction, which investment consists of a retained interest in transferred Receivables and Related Assets;

(17) Investments made within 90 days after the date of the commitment to make the Investment, that when such commitment was made would have complied with the terms of the indenture;

(18) Guarantees issued in accordance with the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock”;

(19) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(20) Investments in the Notes;

(21) bonds secured by assets leased to and operated by the Company or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and terminating the transaction;

(22) Investments in joint ventures carrying on operations primarily outside the United States in an amount not to exceed $25.0 million at any time outstanding; and

(23) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other outstanding Investments made pursuant to this clause (23), not to exceed the greater of $100.0 million and 10.0% of Consolidated Assets in the aggregate at any one time outstanding.

“Permitted Liens” means:

(1) Liens in favor of the Company or its Restricted Subsidiaries;

(2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

(3) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

(4) Liens to secure Indebtedness (including, without limitation, Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock” covering only the assets acquired with such Indebtedness;

(5) Liens existing on the Issue Date;

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(6) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(7) Liens securing any Hedging Obligations of the Company or any Restricted Subsidiary;

(8) Liens securing any Indebtedness otherwise permitted to be incurred under the indenture, the proceeds of which are used to refinance Indebtedness of the Company or any Restricted Subsidiary, provided that such Liens extend to or cover only the assets secured by the Indebtedness being refinanced (plus improvements, accessions, proceeds or dividends or distributions in respect thereof);

(9) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Liens were not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;

(10) statutory Liens and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if the Company or any applicable Restricted Subsidiaries shall have made any reserves or other appropriate provision required by GAAP;

(11) Liens incurred or deposits made in the ordinary course of business in connection with unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance, return-of-money bonds, participation in government reimbursement programs and other similar obligations;

(12) judgment Liens not giving rise to an Event of Default, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(13) (x) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the conduct of the business of the Company or any of its Restricted Subsidiaries, (y) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar agreements relating thereto and (z) any condemnation or eminent domain proceedings affecting any real property;

(14) any interest or title of a lessor in assets or property subject to Capital Lease Obligations or an operating lease of the Company or any Restricted Subsidiary;

(15) Liens incurred in connection with a financing involving the sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing);

(16) leases or subleases granted to others not interfering with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries;

(17) bankers’ liens with respect to the right of set-off arising in the ordinary course of business against amounts maintained in bank accounts or certificates of deposit in the name of the Company or any Restricted Subsidiary;

(18) the interest of any issuer of a letter of credit in any cash or Cash Equivalents deposited with or for the benefit of such issuer as collateral for such letter of credit; provided that the Indebtedness so collateralized is permitted to be incurred by the terms of the indenture;

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(19) any Lien consisting of a right of first refusal or option to purchase an ownership interest in any Restricted Subsidiary or to purchase assets of the Company or any Restricted Subsidiary, which right of first refusal or option is entered into in the ordinary course of business or is otherwise permitted under the indenture;

(20) any Lien granted to the trustee pursuant to the terms of the indenture and any substantially equivalent Lien granted to the respective trustees under the indentures for other debt securities of the Company;

(21) statutory, contractual or common law Liens of landlords and mortgagees of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or workmen in the ordinary course of business;

(22) licenses and sublicenses of intellectual property granted to third parties in the ordinary course of business;

(23) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s Obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(24) Liens securing (i) Indebtedness incurred pursuant to clauses (1), (11), (14) or (18) of the second paragraph of the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock” and (ii) Indebtedness of any Restricted Subsidiary that is not a Guarantor;

(25) Liens in respect of Real Estate Financing obligations that do not at any one time outstanding exceed $25 million;

(26) Liens to secure Indebtedness of Foreign Subsidiaries provided that any such Lien covers only the assets of such Foreign Subsidiaries;

(27) Liens on assets transferred to a Securitization Subsidiary or on assets of a Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Transaction; and

(28) Liens not otherwise permitted by clauses (1) though (27) above with respect to obligations that do not at any one time outstanding exceed the greater of $125.0 million and 12.5% of Consolidated Assets determined as of the date of incurrence.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness (x) for Indebtedness maturing prior to the final maturity date of the notes, has a final maturity date not earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than, the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded and (y) for Indebtedness maturing after the final maturity date of the notes, has a final maturity date not earlier than the 91st day after the final maturity date of, and a Weighted Average Life to Maturity equal to or greater than, the Weighted Average Life to Maturity of, the notes;

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(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms not materially less favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by the Company, the obligor on the Permitted Refinancing Indebtedness may not be a Restricted Subsidiary that is not a Subsidiary Guarantor.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary pursuant to which (a) the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Subsidiary its interests in Receivables and Related Assets and (b) such Securitization Subsidiary transfers to any other person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction which is customarily used to achieve a transfer of financial assets under GAAP.

“Rating Agency” means Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc. or if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on the notes publicly available, a nationally recognized statistical organization (as defined pursuant to Section 3(62) of the Exchange Act), selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be.

“Real Estate” means all of the Company’s and its Restricted Subsidiaries’ now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of the Company’s and its Restricted Subsidiaries’ now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto.

“Real Estate Financing” means Indebtedness incurred in connection with any acquisition or improvement of, or otherwise substantially related to, Real Estate that is either unsecured or secured only by Liens on Real Estate of the Company and its Restricted Subsidiaries.

“Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transaction involving accounts receivable.

“Registration Rights Agreement” means the Registration Rights Agreement to be dated February 24, 2012, among the Company, the Guarantors identified therein and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers.

“Replacement Assets” mean (i) properties or assets substantially similar to the assets disposed of in a particular Asset Sale and acquired to replace the properties or assets that were the subject of such Asset Sale or that are otherwise useful in a Permitted Business, (ii) the Capital Stock of a Person that is engaged in a Permitted Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary or (iii) Capital Stock of any Restricted Subsidiary acquired from a third party.

“Restricted Investment” means an Investment other than a Permitted Investment.

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“Restricted Subsidiary” means any direct or indirect Subsidiary of the Company other than an Unrestricted Subsidiary.

“Securitization Subsidiary” means a Subsidiary of the Company:

(1) that is designated a “Securitization Subsidiary” by the board of directors of the Company (or a duly authorized committee thereof);

(2) that does not engage in any activities other than Qualified Securitization Transactions and any activity necessary or incidental thereto;

(3) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(A) is Guaranteed by the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse,

(B) is recourse to or obligates the Company or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, or

(C) subjects any property or asset of the Company or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse;

(4) with respect to which neither the Company nor any other Restricted Subsidiary has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results; and

(5) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Company, other than Standard Securitization Undertakings and fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity.

Any designation of a Subsidiary as a Securitization Subsidiary shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the board of directors of the Company giving effect to the designation and an officers’ certificate certifying that the designation complied with the preceding conditions.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in accounts receivable securitization transactions, as the case may be.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means any Indebtedness of the Company or any Guarantor which is subordinated in right of payment to the notes or any Subsidiary Guarantee, as applicable, pursuant to a written agreement to that effect.

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“Subsidiary” means, with respect to any specified Person, (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Restricted Subsidiaries or by such Person and one or more of its Restricted Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Subsidiary Guarantee” means a guarantee of notes pursuant to the indenture.

“Treasury Rate” means, at any date of determination, the yield to maturity as of such date (as compiled by and published in the most recent Federal Reserve Statistical Release H. 15(519), which has become publicly available at least two business days prior to the date of the redemption notice for which such computation is being made (or if such Statistical Release is no longer published, as reported in any publicly available source of similar market data)), of United States Treasury securities with a constant maturity most nearly equal to the period from the relevant redemption date to March 1, 2017; provided that, if such period is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if such period is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Indebtedness that is without recourse to the Company or its Restricted Subsidiaries;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any (a) continuing direct or indirect obligation to subscribe for additional Equity Interests or (b) direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary after the Issue Date will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Certain covenants — Restricted payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock,” the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock”; and (2) no Default or Event of Default would be in existence following such designation.

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“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

Description of Convertible Senior Notes due 2014

In August 2008, the Company issued $230.0 million in aggregate principal amount of 3.125% Convertible Notes due 2014 (the “2008 Notes”) under an indenture between the Company and U.S. Bank National Association, as trustee. The 2008 Notes mature on August 1, 2014, unless earlier converted or repurchased, and bear interest at a rate of 3.125% per year.

The 2008 Notes are the Company’s general unsecured obligations, and are (i) equal in right of payment to all of its other senior unsecured indebtedness; (ii) senior in right of payment to all indebtedness that is contractually subordinated to the 2008 Notes; (iii) structurally subordinated to all existing and future claims of its subsidiaries’ creditors, including trade creditors; and (iv) effectively subordinated to all of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. In general, our subsidiaries have no obligation to pay any amounts due on the 2008 Notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or otherwise. As a result, the 2008 Notes are effectively subordinated to all liabilities of our subsidiaries, including trade payables, and to any future preferred stock of our subsidiaries, to the extent of its liquidation preference. Our rights and the rights of our creditors, including holders of the 2008 Notes, to participate in the assets of any of our subsidiaries upon their liquidation or recapitalization will generally be subject to the existing and future claims of those subsidiaries’ creditors.

No sinking fund is provided for the 2008 Notes, which means that the indenture governing the 2008 Notes does not require us to redeem or retire the 2008 Notes periodically. The 2008 Notes may not be redeemed by us at our option prior to maturity.

Subject to the satisfaction of certain conditions, holders may convert their 2008 Notes, in whole or in part, at an initial conversion rate of 47.1342 shares of common stock per $1,000 in principal amount of 2008 Notes, which is equivalent to an initial conversion price of approximately $21.22 per share of common stock, at any time prior to the close of business on the business day immediately preceding May 1, 2014. On and after May 1, 2014, holders may convert their 2008 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date of the 2008 Notes, regardless of the satisfaction of certain conditions. Holders do not have the right to convert their 2008 Notes after the close of business on the second scheduled trading day immediately preceding the maturity date of the 2008 Notes. The applicable conversion rate is subject to adjustment upon the occurrence of certain events. The indenture governing the 2008 Notes requires us to pay the principal portion of the conversion consideration of the 2008 Notes in cash.

If an event constituting a “fundamental change” (as defined in the indenture governing the 2008 Notes) occurs, a holder may surrender the 2008 Notes for conversion at any time during certain specified periods. In addition, if a fundamental change occurs, a holder of 2008 Notes may be entitled to receive an increase in the conversion rate in the form of additional shares upon any conversion made in connection with such fundamental change. If a fundamental change occurs at any time, a holder of 2008 Notes will have the right, at such holder’s option, to require us to repurchase all of such holder’s 2008 Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on a date of our choosing within a specified time period. The price we are required to pay for such a repurchase will be an amount equal to 100% of the principal amount of the 2008 Notes to be repurchased, plus accrued and unpaid interest. Any 2008 Notes repurchased by us will be paid for in cash. No 2008 Notes may be repurchased at the option of holders upon a fundamental change if the principal amount of the 2008 Notes has been accelerated and such acceleration has not been rescinded, on or prior to such date.

Holders of 2008 Notes will also have the right to convert the 2008 Notes if we are a party to a combination, merger, recapitalization, reclassification, binding share exchange or other similar transaction or sale or conveyance of all or substantially all of our property and assets, in each case pursuant to which our common stock would be converted into cash, securities and/or other property, that does not also constitute a fundamental change.

Notwithstanding the foregoing, the indenture governing the 2008 Notes provides that no holder may exercise any conversion right with respect to any 2008 Note to the extent the receipt of common stock deliverable upon conversion of such 2008 Note would cause the holder to become a “beneficial owner” (within the meaning of either Article IX of our Amended and Restated Articles of Incorporation or Section 607.0901(1)(e) of the Florida Business Corporation Act) of more than 9.9% of our outstanding voting stock.

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The indenture governing the 2008 Notes contains customary provisions regarding events of default, including cross-default provisions. Generally, if an event of default occurs and is continuing, the trustee under the indenture governing the 2008 Notes or the holders of at least 25% in aggregate principal amount of the 2008 Notes may declare 100% of the principal of and accrued and unpaid interest on all of the 2008 Notes due and payable, other than in certain specified circumstances. The holders of a majority of the aggregate principal amount of the outstanding 2008 Notes may waive all past defaults (except with respect to an uncured nonpayment of principal or interest on or failure to deliver amounts due upon conversion of any 2008 Note held by a non-consenting holder) and rescind any such acceleration with respect to the 2008 Notes and its consequences if certain conditions have been met.

Description of Credit Facility

On November 16, 2011, the Company, together with certain of its subsidiaries (collectively, the “Borrowers”), entered into a new asset-based credit facility (the “Credit Facility”), which amended and restated the Company’s existing revolving line of credit facility (“RLOC”). The Credit Facility consists of a five-year $300.0 million asset-based revolving credit facility, including a $20.0 million sublimit for letters of credit and a $30.0 million sublimit for swingline loans. Under certain conditions, the Borrowers may elect to increase the aggregate principal of commitments under the Credit Facility to $400.0 million, although the lenders under the Credit Facility are not obligated to provide such additional commitments. We anticipate that the proceeds of the borrowings under the Credit Facility will be used to finance ongoing working capital needs and for general corporate purposes. Availability of borrowing under the Credit Facility is based upon a borrowing base comprised of 85% eligible accounts receivable and the lesser of (i) 65% of the net book value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory. Eligibility is determined using customary terms and reserves that the administrative agent may impose from time to time.

The Credit Facility is fully and unconditionally guaranteed on a joint and several basis by substantially all of the Company’s and the other Borrowers’ existing and future, direct and indirect domestic subsidiaries. The Credit Facility is secured by first priority security interests in, and liens on, substantially all of the Company’s and its direct and indirect subsidiaries’ tangible and intangible assets (other than real property). The Credit Facility is further secured by first priority pledges of all the equity interests owned by the Company and each of the other Borrowers in their existing and future, direct and indirect, wholly-owned domestic subsidiaries and by first priority pledges of 66% of the equity interests owned by the Company and each of the other Borrowers in their existing and future, first-tier, wholly-owned non-domestic subsidiaries.

Borrowings under the Credit Facility bear interest, at the Borrowers’ option, at either (i) LIBOR, plus an applicable margin ranging between 1.25% and 2.00% or (ii) the higher of (a) the Bank of America, N.A. prime rate, (b) the Federal Funds Rate plus 0.5%, or (c) a 30-day LIBOR rate plus 1.0%, plus in each case an applicable margin ranging between 0.25% and 1.00%. The applicable margin will be determined based upon average availability under the Credit Facility.

The Company is permitted to voluntarily prepay principal amounts outstanding or reduce commitments under the Credit Facility at any time, in whole or in part, without premium or penalty. In certain circumstances, including an event of default, the Company and the other Borrowers may be required to prepay outstanding amounts under the Credit Facility with the proceeds of certain asset dispositions, casualty insurance and condemnation recovery events.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

To ensure compliance with U.S. Treasury Department Circular 230, you are hereby notified that: (a) any discussion of U.S. federal tax issues in this prospectus is not intended or written to be relied upon, and cannot be relied upon, by you for the purpose of avoiding penalties that may be imposed on you under the Internal Revenue Code of 1986, as amended (the “Code”); (b) such discussion is included herein in connection with the promotion or marketing (within the meaning of Circular 230) of the transactions or matters addressed herein; and (c) you should seek advice based on your particular circumstances from an independent tax advisor.

This section is a discussion of certain of the U.S. federal income tax considerations relating to the exchange of old notes for new notes in the exchange offer, as well as the ownership and disposition of the new notes. This summary does not provide a complete analysis of all potential tax considerations. The information provided below is based on existing U.S. federal income tax authorities, all of which are subject to change or differing interpretations, possibly with retroactive effect. There can be no assurances that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of exchanging the old notes for new notes, or owning or disposing of the new notes. The summary generally applies only to beneficial owners of new notes that exchange their old notes for new notes in the exchange offer, and that hold the new notes as “capital assets” (generally, for investment). This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular beneficial owner in light of that beneficial owner’s circumstances (for example, persons subject to the alternative minimum tax provisions of the Code, or a U.S. holder (as defined below) whose “functional currency” is not the U.S. dollar). Also, it is not intended to apply to investors that are subject to special rules (such as dealers in securities, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, real estate investment trusts, insurance companies, tax-exempt entities, tax-deferred or other retirement accounts, certain former citizens or residents of the United States, persons holding new notes as part of a hedging or conversion transaction or a straddle, or persons deemed to sell new notes under the constructive sale provisions of the Code). Finally, the summary does not describe the effects of the U.S. federal estate and gift tax laws or the effects of any foreign, state or local laws.

Holders considering the exchange of old notes for new notes in the exchange offer should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations and the consequences of U.S. federal estate or gift tax laws, foreign, state and local laws, and tax treaties.

U.S. Holders

As used herein, the term “U.S. holder” means a beneficial owner of new notes that, for U.S. federal income tax purposes is (1) an individual citizen or resident of the United States, (2) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state of the United States or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (x) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

A “non-U.S. holder” is a beneficial owner of new notes that is an individual, corporation, estate, or trust that is not a U.S. holder (as defined above).

If a partnership (including for this purpose an entity or arrangement, domestic or foreign, that is treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of a new note, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. A beneficial owner of a new note that is a partnership, and partners in such partnership, should consult their own tax advisors about the U.S. federal income tax consequences of exchanging old notes for new notes, and owning and disposing of the new notes.

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Exchange Offer

The exchange of an old note for a new note pursuant to the exchange offer will not constitute a “significant modification” of the old note for U.S. federal income tax purposes and, accordingly, the new note will be treated as a continuation of the old note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a U.S. holder who exchanges an old note for a new note pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the new note as it had in the old note immediately before the exchange. A U.S. holder who does not exchange its old notes for new notes pursuant to the exchange offer will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offer.

Taxation of Interest

U.S. holders will be required to recognize as ordinary income any stated interest paid or accrued on the new notes, in accordance with their regular method of tax accounting.

In general, if the terms of a debt instrument entitle a holder to receive payments (other than fixed periodic interest) that exceed the issue price of the instrument by more than a de minimis amount, the holder will be required to include such excess in income as “original issue discount” over the term of the instrument, regardless of the holder’s regular method of tax accounting. We believe that the new notes will not be issued with original issue discount for U.S. federal income tax purposes.

Sale, Exchange, Redemption or Other Taxable Disposition of New Notes

A U.S. holder generally will recognize capital gain or loss if the holder disposes of a new note in a sale, exchange (other than this exchange offer), redemption or other taxable disposition. The U.S. holder’s gain or loss will equal the difference between the proceeds received by the holder (other than amounts attributable to accrued but unpaid interest) and the holder’s tax basis in the new note. Proceeds that are attributable to accrued interest will not be taken into account in computing the U.S. holder’s capital gain or loss, but instead will be recognized as ordinary interest income to the extent that the U.S. holder has not previously included the accrued interest in income. The gain or loss recognized by the U.S. holder on the disposition of the new note will be long-term capital gain or loss if the holder held the new note for more than one year, or short-term capital gain or loss if the holder held the new note for one year or less, at the time of the disposition. Long-term capital gains of non-corporate U.S. holders currently are taxed at a maximum 15% federal rate. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

The following discussion is limited to the U.S. federal income tax consequences relevant to a non-U.S. holder (as defined above).

Exchange Offer

The exchange of an old note for a new note pursuant to the exchange offer will not constitute a “significant modification” of the old note for U.S. federal income tax purposes and, accordingly, the new note will be treated as a continuation of the old note in the hands of such holder. As a result, there will be no U.S. federal income tax consequences to a non-U.S. holder who exchanges an old note for a new note pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the new note as it had in the old note immediately before the exchange. A non-U.S. holder who does not exchange its old notes for new notes pursuant to the exchange offer will not recognize any gain or loss, for U.S. federal income tax purposes, upon consummation of the exchange offer.

Taxation of Interest

Payments of interest to non-U.S. holders are generally subject to U.S. federal income tax at a rate of 30% (or a reduced or zero rate under the terms of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence), collected by means of withholding by the payor. Payments of interest on the new notes to a non-U.S. holder, however, will qualify as “portfolio interest”, and thus will be exempt from U.S. federal income and withholding, if the non-U.S. holder certifies (as discussed below) that such non-U.S. holder does not:

• own, actually or constructively, shares of our stock representing at least 10% of the total combined voting power of all classes of our stock entitled to vote;

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• constitute a bank that acquired the notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business;

• constitute a “controlled foreign corporation” that is related, directly or indirectly, to us through stock ownership; or

• conduct a trade or business in the United States to which such interest payments are effectively connected (see “— Non-U.S. Holders — Income or Gains Effectively Connected with a U.S. Trade or Business” below).

In general, a foreign corporation is a controlled foreign corporation if more than 50% of its stock is owned, actually or constructively, by one or more U.S. persons that each owns, actually or constructively, at least 10% of the corporation’s voting stock.

The portfolio interest exemption, reduction of the withholding rate pursuant to the terms of an applicable income tax treaty and several of the special rules for non-U.S. holders described below apply only if the holder certifies its nonresident status. A non-U.S. holder can meet this certification requirement by providing a properly executed IRS Form W-8BEN or appropriate substitute form to us or our paying agent prior to the payment. If the non-U.S. holder holds the new note through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent, which may in turn be required to provide certification to other intermediaries or to us.

Sale, Exchange, Redemption or Other Disposition of Notes

Non-U.S. holders generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale, exchange (other than this exchange offer), redemption, other disposition of new notes (other than with respect to payments attributable to accrued interest, which will be taxed as described under “— Non-U.S. Holders — Taxation of Interest” above), unless:

• the gain is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business (and, generally, if an income tax treaty applies, the gain is attributable to a U.S. permanent establishment maintained by the non-U.S. holder), in which case the gain would be subject to tax as described below under “— Non-U.S. Holders — Income or Gains Effectively Connected with a U.S. Trade or Business”; or

• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the year of disposition and certain other conditions apply, in which case, except as otherwise provided by an applicable income tax treaty, the gain (possibly offset by certain losses) generally would be subject to a flat 30% tax, even though the individual is not considered a resident of the United States.

Income or Gains Effectively Connected With a U.S. Trade or Business

If any interest on the new notes, or gain from the sale, exchange (other than this exchange offer), redemption, or other disposition of the new notes is effectively connected with a U.S. trade or business conducted by the non-U.S. holder, then the income or gain generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates and in the same manner as U.S. holders. However, if the non-U.S. holder is eligible for the benefits of a tax treaty between the United States and the holder’s country of residence, any “effectively connected” income or gain generally will be subject to U.S. federal income tax only if it is also attributable to a permanent establishment or fixed base maintained by the holder in the United States. Payments of interest that are effectively connected with a U.S. trade or business (and, if a tax treaty applies, attributable to a

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permanent establishment or fixed base), and therefore included in the gross income of a non-U.S. holder, will not be subject to 30% withholding, provided that the holder claims exemption from withholding by timely filing a properly executed IRS Form W-8ECI or appropriate substitute form. If the non-U.S. holder is a corporation (or an entity treated as a corporation for U.S. federal income tax purposes), that portion of its earnings and profits that is effectively connected with its U.S. trade or business may also be subject to a “branch profits tax” at a rate of 30% (subject to reduction by an applicable income tax treaty).

Backup Withholding and Information Reporting

The applicable withholding agent must report annually to the IRS and to each non-U.S. holder the amount of interest on the new notes paid to that holder and the tax, if any, withheld with respect to that interest. These information reporting requirements apply even if withholding was not required. Pursuant to an applicable tax treaty or other agreement, copies of the information returns reporting that interest and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides.

Backup withholding (currently at a rate of 28% and scheduled to increase to 31% in 2013) generally will not apply to payments of interest on the new notes provided the non-U.S. holder furnishes to the applicable withholding agent the required certification of its non-U.S. status (generally a IRS Form W-8BEN or IRS Form W-8ECI) or otherwise establishes an exemption.

Payment to a non-U.S. holder of the proceeds of a sale or other disposition of the new notes by or through a U.S. office of a broker generally is subject to both information reporting and backup withholding unless the non-U.S. holder certifies to the payor in the manner required as to its non-U.S. status under penalties of perjury (such as by providing a IRS Form W-8BEN) or otherwise establishes an exemption. As a general matter, information reporting and backup withholding will not apply to a payment to a non-U.S. holder of the proceeds of a sale or other disposition of the new notes by or through a non-U.S. office of a non-U.S. broker. However, information reporting requirements, but not backup withholding, generally will apply to payment of the proceeds of a sale or other disposition of the new notes by or through a non-U.S. office of a broker if that broker is:

• a U.S. person,

• a non-U.S. person that derives 50% or more of its gross income for specified periods from the conduct of a trade or business in the United States,

• a “controlled foreign corporation” as defined in the Code, or

• a non-U.S. partnership that at any time during its tax year either (1) has one or more U.S. persons that, in the aggregate, own more than 50% of the income or capital interests in the partnership or (2) is engaged in the conduct of a trade or business in the United States.

Information reporting requirements will not apply to the payment of the proceeds of a sale or other disposition of the new notes if the broker receives a statement from the non-U.S. holder, signed under penalty of perjury, certifying such non-U.S. holder’s non-U.S. status or an exemption is otherwise established (generally, such certification is made on IRS Form W-8BEN). Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Amounts withheld under the backup withholding rules do not constitute an additional U.S. federal income tax. Rather, any amounts withheld under the backup withholding rules will be refunded or allowed as a credit against the holder’s U.S. federal income tax liability, if any, provided the required information and appropriate claim for refund or credit is timely filed with the IRS.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                 , 2012, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. The Company has agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the new notes will be passed upon for the Company by Alston & Bird LLP.

EXPERTS

The consolidated financial statements and schedule of PSS World Medical, Inc. and subsidiaries as of March 30, 2012 and April 1, 2011, and for each of the years in the three-year period ended March 30, 2012, and management’s assessment of the effectiveness of internal control over financial reporting as of March 30, 2012 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Commission. You may inspect without charge any documents filed by us at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the Commission upon the payment of certain fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the Public Reference Room. You may also review our Commission filings by accessing the Commission’s website at http://www.sec.gov or our corporate website at www.pssworldmedical.com. Information on our website does not constitute part of this prospectus.

We “incorporate by reference” into this prospectus the information we file with the Commission, which means that we disclose important information to you by referring you to those documents without restating that information in this prospectus. The information incorporated by reference into this prospectus is considered to be part of this prospectus, and information we file with the Commission after the date of this prospectus will automatically update and supersede the information contained in this prospectus and in the documents listed below. I the case of a conflict or inconsistency between information set forth in this prospectus and information that we file later and incorporate by reference into this prospectus, you should rely on the information contained in the document that was filed later.

We incorporate by reference into this prospectus the documents listed below and any filings we make with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus and before the completion of the offering of the new notes (other than, in each case, documents or information deemed to have been “furnished” and not filed in accordance with Commission rules):

• our Annual Report on Form 10-K for the fiscal year ended March 30, 2012 (filed on May 29, 2012).

We also incorporate by reference into this prospectus any filings we make with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and before effectiveness of the registration statement (other than, in each case, documents or information deemed to have been “furnished” and not filed in accordance with Commission rules).

You may request a copy of the above filings and any future filings that are incorporated by reference into this prospectus, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing or calling us at the following address: PSS World Medical, Inc., Attention: Secretary, 4345 Southpoint Boulevard, Jacksonville, Florida, 32216; telephone: (904) 332-3000.

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Offer to Exchange

$250,000,000

6.375% Senior Notes due 2022

PROSPECTUS

                    , 2012

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Set forth below is a description of certain provisions of the formation and governing documents of the Company and the guarantors and applicable state law, as such provisions relate to the indemnification of the directors and officers of the Company and the guarantors. This description is intended only as a summary and is qualified in its entirety by reference to the formation and governing documents of the Company and the guarantors, which are filed or incorporated by reference as exhibits to this registration statement, and applicable state law.

Florida Corporations

Section 0850 of the Florida Business Corporation Act, or the “Florida Act,” provides that a corporation may indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of the corporation), by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another business entity against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 0850 of the Florida Act further provides that a corporation may indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another business entity, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Indemnification under this section is authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. No indemnification may be made under this subsection of the Florida Act in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 0850 of the Florida Act also provides that, to the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in the subsections above, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.

The articles of incorporation of PSS World Medical, Inc. provide that the corporation shall indemnify officers and directors to the fullest extent permitted by law. The articles of incorporation of Physician Sales & Service, Inc., ThriftyMed, Inc. and WorldMed Shared Services, Inc. authorize the board of directors to make provision for indemnification of directors, officers, employees and agents to the full extent permitted by law. The articles of incorporation of PSS Holding, Inc. and PSS Service, Inc. do not contain indemnification provisions.

The bylaws of PSS World Medical, Inc. generally provide that the corporation shall indemnify to the fullest extent permitted or authorized by current or future law each person who is or was a party to a proceeding by reason of the fact that such person is or was a director or officer of the corporation. To the fullest extent permitted by law, the corporation will advance all expenses incurred by any officer or director in defending such a proceeding. The indemnification rights continue after a person has ceased to be a director or officer. In addition, the corporation may purchase and maintain insurance on behalf of directors and officers against any liability arising out of his or her capacity or status as such, whether or not the corporation would have the power to indemnify such person against such liability under the indemnification provisions of the bylaws or the Florida Act.

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Similarly, the bylaws of Physician Sales & Service, Inc., PSS Holding, Inc., PSS Service, Inc., ThriftyMed, Inc., and WorldMedShared Services, Inc. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the Florida Act, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the Florida Act. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Act.

Florida LLCs

Section 608.4229 of the Florida Limited Liability Company Act, or the “FLLCA,” provides that, subject to such standards and restrictions set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding that provision, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee or agent were material to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608.426 (relating to improper distribution to members) are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the LLC in a proceeding by or in the right of the LLC to procure a judgment in its favor or in a proceeding by or in the right of a member.

The articles of organization of Scrip Pak, LLC do not contain an indemnification provision. The operating agreement of Scrip Pak, LLC generally provides that the company shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a member, manager or officer of the company, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the FLLCA, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The operating agreement further requires the company to advance expenses incurred by the member, manager or officer in defending such proceeding, subject to certain requirements if required by the FLLCA. In addition, the operating agreement permits the company to maintain insurance, at its expense, to protect any manager, officer, member, partner, trustee, employee or agent of the company against any expense, liability or loss, whether or not the company would have the power to indemnify such person against such expense, liability or loss under the FLLCA.

Florida Limited Partnerships

Section 620.1406(6) of the Florida Revised Uniform Limited Partnership Act provides that a limited partnership shall indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or properties if such liabilities were incurred in good faith and either in the furtherance of the limited partnership’s purposes or the ordinary scope of its activities.

The certificate of limited partnership of Physician Sales & Service Limited Partnership is silent concerning indemnification. The limited partnership agreement of Physician Sales & Service Limited Partnership generally provides that the partnership shall indemnify the general partner relating to any liability or damage incurred by reason of any act performed by such general partner in connection with the business of the partnership. The partnership will also indemnify the general partner who for the benefit of the partnership makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the partnership or who suffers any financial loss as the result of such action. The limited partnership agreement states that the general partner is not entitled to indemnification if the conduct of the general partner constitutes fraud, gross negligence or willful or wanton misconduct. The limited partnership agreement allows the partnership to purchase insurance on behalf of certain persons to protect against any liability which may be asserted against or expense which may be incurred by such person in connection with the partnership’s activities. The general partner and the partnership are also permitted to enter into indemnity contracts.

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California Corporations

Section 317 of the California General Corporation Law, or the “CGCL,” provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. Section 317 further provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or other agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of the action if such person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

Section 317 further provides that no indemnification shall be made (i) in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. Section 317 also mandates indemnification of expenses actually and reasonably incurred to the extent that a director, officer, employee or other agent of the corporation has been successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein.

The articles of incorporation of DSRx, Inc. and Dispending Solutions Acquisition Corp. state that directors shall not be liable for monetary damages in an action brought by or in the right of the corporation for breach of a director’s duties to the corporation and its shareholders, subject to certain exceptions. The articles of incorporation of DSRx, Inc. and Dispending Solutions Acquisition Corp. also provide that the corporation shall, to the fullest extent permitted by California law, indemnify any and all persons whom it shall have the power to indemnify under Section 317 from and against any and all expenses, liabilities, or other matters covered by Section 317. The articles of incorporation of Rebel Distributors Corp. eliminate the liability of the directors for monetary damages and authorize the corporation to provide indemnification of agents, each to the fullest extent permissible under California law.

The bylaws of DSRx, Inc. and Dispensing Solutions Acquisition Corp. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the CGCL, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the CGCL. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the CGCL.

The bylaws of Rebel Distributors Corp. contain indemnification provisions identical to the bylaws of DSRx, Inc. and Dispensing Solutions Acquisition Corp. discussed in the preceding paragraph for acts or omissions occurring after May 4, 2012. With respect to acts or omissions occurring on or before May 4, 2012, the bylaws of Rebel Distributors Corp. generally provide that the corporation shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or

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officer of the corporation, or any subsidiary of the corporation, against expenses, judgments, fines, or settlements approved in advance by the corporation, if the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, in the case of a criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. For acts or omissions occurring on or before May 4, 2012, the bylaws of Rebel Distributors Corp. also generally require the corporation to advance all expenses incurred by directors or officers in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding in which the director or officer is involved by reason of the fact that such person is or was a director or officer of the corporation. The bylaws of Rebel Distributors Corp. also permit the corporation to indemnify, and advances expenses to, employees and other agents for acts or omissions occurring on or before May 4, 2012.

California LLCs

Pursuant to Section 17003(l) of California’s Beverly–Killea Limited Liability Company Act, or the “BKLLCA,” a California limited liability company has the power to indemnify or hold harmless any person. Section 17155 of the BKLLCA authorizes the articles of organization or written operating agreement to provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity, except that indemnification of managers for a breach of fiduciary duty owed to the limited liability company and its members is not permitted. Section 17155 also empowers a California limited liability company to purchase and maintain insurance on behalf of any such persons against any liability asserted against or incurred by the person in such capacity or arising out of the person’s status with the company.

The articles of organization of POC Management Group, LLC do not contain an indemnification provision. The operating agreement of POC Management Group, LLC generally provides that the company shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a member, manager or officer of the company, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the BKLLCA, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The operating agreement further requires the company to advance expenses incurred by the member, manager or officer in defending such proceeding, subject to certain requirements if required by the BKLLCA. In addition, the operating agreement permits the company to maintain insurance, at its expense, to protect any manager, officer, member, partner, trustee, employee or agent of the company against any expense, liability or loss, whether or not the company would have the power to indemnify such person against such expense, liability or loss under the BKLLCA.

Delaware Corporations

Section 145 of the Delaware General Corporation Law, or the “DGCL,” provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another business entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another business entity, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon

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application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145 also provides that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding paragraph, or in defense of any claim, issue or matter therein, the director or officer shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 102(b)(7) of the DGCL provides that a corporation may, in its certificate of incorporation, eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or (4) for any transaction from which the director derived an improper personal benefit.

The certificates of incorporation of Dispensing Solutions, Inc. and DS Holdings, Inc. provide that the corporation shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify any and all persons whom it shall have power to indemnify under Section 145 from and against any and all expenses, liabilities, or other matters referred to in or covered by Section 145. The certificates of incorporation of Dispensing Solutions, Inc. and DS Holdings, Inc. also eliminate the personal liability of the directors to the fullest extent permitted by Section 102(b)(7) of the DGCL.

The certificate of incorporation of Gulf South Medical Supply, Inc. similarly states that directors and officers made a party to actions by reason of the fact that they are directors and officers shall be indemnified and held harmless by the corporation to the fullest extent permitted by Section 145 of the DGCL against all expense, liability, and loss actually and reasonably incurred in connection therewith. It further provides that these indemnification rights continue after the person has ceased to be a director or officer. Directors and officers, however, will not be indemnified in connection with proceedings they initiate unless such proceeding was authorized by the board of directors. The certificate of incorporation of Gulf South Medical Supply, Inc. also states no person shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director subject to exceptions set forth in Section 102(b)(7) of the DGCL.

Likewise, the certificate of incorporation of Blue Medical Supply, Inc. provides that directors and officers shall be indemnified by the corporation to the full extent permitted by the DGCL or any other applicable laws. It further allows the corporation to enter into one or more agreements with any person which provide for indemnification greater or different than that provided in the certificate of incorporation. In addition, the certificate of incorporation of Blue Medical Supply, Inc. states that, to the fullest extent permitted by the DGCL or any other applicable laws, no director shall be personally liable to the corporation or its stockholders with respect to any acts or omissions in the performance of his or her duties as a director.

The bylaws of Blue Medical Supply, Inc., Dispensing Solutions, Inc., DS Holdings, Inc., and Gulf South Medical Supply, Inc. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the DGCL, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the DGCL. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Delaware LLCs

Section 18-108 of the Delaware Limited Liability Company Act, or the “DLLC Act,” provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to the standards and restrictions, if any, set forth in its limited liability company agreement.

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Section 18-1101 of the DLLC Act provides that a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or manager’s or other person’s good faith reliance on the provisions of the limited liability company agreement, unless otherwise provided in a limited liability company agreement. Section 18-1101 further provides that a limited liability company agreement may limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement; provided, that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

The certificates of formation of BottomLine Medical Solutions, LLC, ClaimOne, LLC, Linear Holdings, LLC, Linear Medical Solutions, LLC, Infolab, LLC, Stat Rx USA, LLC and World Medical Government Solutions, LLC do not contain indemnification provisions. The operating agreements of BottomLine Medical Solutions, LLC, ClaimOne, LLC, Linear Holdings, LLC, Linear Medical Solutions, LLC, Infolab, LLC, Stat Rx USA, LLC, and World Medical Government Solutions, LLC generally provide that the company shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a member, manager or officer of the company, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the DLLC Act, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The operating agreements further require the company to advance expenses incurred by the member, manager or officer in defending such proceeding, subject to certain requirements if required by the DLLC Act. In addition, the operating agreements permit the company to maintain insurance, at its expense, to protect any manager, officer, member, partner, trustee, employee or agent of the company against any expense, liability or loss, whether or not the company would have the power to indemnify such person against such expense, liability or loss under the DLLC Act.

Georgia Corporations

Section 851 of the Georgia Business Corporation Code, or the “GBCC,” provides that a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) such individual conducted himself or herself in good faith; and (2) such individual reasonably believed: (a) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation; (b) in all other cases, that such conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful. Section 851 further provides that a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct; or (2) in connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.

Section 852 of the GBCC states that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

Section 857 of the GBCC provides that a corporation may indemnify and advance expenses to an officer of the corporation (1) to the same extent as a director; and (2) if he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes: (a) appropriation of any business opportunity of the corporation; (b) acts or omissions that involve intentional misconduct or a knowing violation of law; (c) unlawful distribution; or (d) receipt of an improper personal benefit. Section 857 further provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 852 to the same extent to which a director may be entitled to indemnification or advances for expenses.

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Subsection (b)(4) of Section 202 of the GBCC provides that a corporation may, in its articles of incorporation, eliminate or limit the liability of a director to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability for: (1) any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (2) acts or omissions which involve intentional misconduct or a knowing violation of law; (3) the types of liability related to unlawful distributions; or (4) any transaction from which the director received an improper personal benefit, provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

The articles of incorporation of Federal Medical Supplies, Inc. state that no director shall be personally liable to the corporation or its shareholders for monetary damages for breach of his duty of care or other duty as a director, to the extent permitted by the GBCC.

The bylaws of Federal Medical Supplies, Inc. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the GBCC, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the GBCC. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the GBCC.

Mississippi Corporations

Section 79–4–2.02 of the Mississippi Business Corporation Act (“MBCA”) provides that a corporation’s articles of incorporation may contain a provision indemnifying a director for liability for any action taken, or any failure to take action, as a director, except liability for (i) receipt of a financial benefit to which he or she is not entitled, (ii) an intentional infliction of harm on the corporation or its shareholders, (iii) a violation of the Mississippi provisions against unlawful distributions and (iv) an intentional violation of criminal law.

Pursuant to Section 79–4–8.51 of the MBCA, a corporation may indemnify an individual who is a party to a proceeding because he or she is a director against liability incurred in the proceeding if (i) the director conducted himself or herself in good faith; (ii) the director reasonably believed (A) in the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation, and (B) in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful. Section 79–4–8.51 also permits a corporation to indemnify an individual made a party to a proceeding because the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to Section 79–4–2.02 of the MBCA.

Unless ordered by a court, a corporation may not indemnify a director under Section 79–4–8.51 either (i) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct or (ii) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that such director received a financial benefit to which he or she was not entitled, whether or not involving action in his or her official capacity.

Under Section 79–4–8.52 of the MBCA, a corporation shall indemnify a director who is wholly successful in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

Section 79–4–8.56 of the MBCA provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation (1) to the same extent as to a director; and (2) if he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for (A)

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liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding or (B) liability arising out of conduct that constitutes (i) receipt by the officer of a financial benefit to which he or she is not entitled, (ii) an intentional infliction of harm on the corporation or the shareholders, or (iii) an intentional violation of criminal law.

The articles of incorporation of Keltman Pharmaceuticals, Inc. do not contain indemnification provisions. The bylaws of Keltman Pharmaceuticals, Inc. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the MBCA, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the MBCA. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the MBCA.

Tennessee Corporations

Section 18-502 of the Tennessee Business Corporation Act, or the “TBCA,” provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (1) the individual’s conduct was in good faith, (2) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity, that the individual’s conduct was in its best interest and (B) in all other cases, that the individual’s conduct was at least not opposed to its best interests, and (3) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. The TBCA prohibits indemnification in connection with (1) a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (2) any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

Under Section 18-507 of the TBCA, the corporation may, unless its charter provides otherwise, indemnify and advance expenses to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director. A corporation is also permitted to indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.

Section 18-503 of the TBCA states that, unless limited by its charter, a corporation is required to indemnify a director who was wholly successful in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. An officer of the corporation is also entitled to mandatory indemnification to the same extent as a director, unless a corporation’s charter provides otherwise.

Subsection (b)(3) of Section 12-102 of the TBCA provides that a corporation may, in its charter, eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided that a corporation may not eliminate or limit the liability of a director: (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) for liability related to unlawful distributions. Subsection (b)(3) further provides that such a provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective.

The charter of Ancillary Management Solutions, Inc., ProClaim, Inc., and Theratech, Inc. eliminate the liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to the limitations in the TBCA. The charter of Theratech, Inc. states that this limitation of liability also applies to any person, officer or committee performing some or all of the duties of the board of directors. The charter of Ancillary Management Solutions, Inc. and ProClaim, Inc. provide that if the TBCA or any successor statute is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the TBCA, as so amended from time to time.

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The bylaws of Ancillary Management Solutions, Inc., ProClaim, Inc., and Theratech, Inc. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the TBCA, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the TBCA. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the TBCA.

Washington Corporations

Section 23B.08.510 of the Washington Business Corporation Act, or the “WBCA”, permits a corporation to indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if (a) the person acted in good faith; (b) the person reasonably believed (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in its best interests and (ii) in all other cases, that the person’s conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. A corporation is not permitted to indemnify a director in connection with (a) a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation and (b) any other proceeding charging improper personal benefit to the director in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. With regard to a proceeding by or in the right of the corporation, the indemnification permitted pursuant to the WBCA only extends to reasonable expenses incurred in connection with such a proceeding.

Pursuant to Section 23B.08.520 of the WBCA, a Washington corporation must indemnify a director who was wholly successful in the defense of any proceedings to which the director was a party because of being a director against reasonable expenses incurred by the director in connection with the proceeding. Pursuant to Section 23B.08.570 of the WBCA, a Washington corporation may, unless its articles of incorporation provide otherwise, indemnify an officer, employee or agent who is not a director to the same extent as a director.

The articles of incorporation of Cascade Medical Supply, Inc. provide that a director shall not be personally liable to the corporation or its shareholders for monetary damages for conduct as a director except (1) for acts or omissions that involve intentional misconduct or a knowing violation of the law, (2) for conduct violating 23B.08.310 of the WBCA, pertaining to unpermitted distributions to shareholders or loans to directors, or (3) for any transaction from which the director will personally receive a benefit to which such director is not legally entitled. The articles of incorporation of Cascade Medical Supply, Inc. further provide that, if Washington law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer shall be eliminated or limited to the fullest extent permitted by the amended law. The articles of incorporation of Cascade Medical Supply, Inc. also provide that, to the fullest extent permitted by Washington law, the corporation shall indemnify any person made a party or threatened to be made a party to a proceeding by reason of the fact that he is or was a director or officer, against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) incurred by him in connection with such proceeding.

The bylaws of Cascade Medical Supply, Inc. generally provide that the corporation shall indemnify each person who is made a party, is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of the corporation, where the basis of such proceeding is alleged action in an official capacity, to the fullest extent authorized by the WBCA, against all expense, liability and loss reasonably incurred or suffered in connection with such proceeding. The bylaws further require the corporation to advance expenses incurred by the director or officer in defending such proceeding, subject to certain requirements if required by the WBCA. In addition, the bylaws permit the corporation to maintain insurance, at its expense, to protect any director or officer against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the WBCA.

Insurance

We maintain insurance covering any past, present or future director or officer of the Company and its subsidiaries and certain other persons with regard to liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

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Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this item.

(b) Financial Statement Schedules: None.

Item 22. Undertakings.

Each undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for purposes of determining any liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for purposes of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

7. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

8. To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

9. To supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on June 15, 2012.

PSS WORLD MEDICAL, INC.
By:	/s/ David M. Bronson
	David M. Bronson
	Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)

POWER OF ATTORNEY

We, the undersigned officers and directors of PSS World Medical, Inc., hereby severally constitute and appoint David M. Bronson and Joshua H. DeRienzis (with full power to act alone), our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2012:

Name	Title
/s/ Gary A. Corless	President, Chief Executive Officer, and Director (Principal Executive Officer)
Gary A. Corless
/s/ David M. Bronson	Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)
David M. Bronson
/s/ Charles E. Adair	Director
Charles E. Adair
/s/ Alvin R. Carpenter	Director
Alvin R. Carpenter
/s/ Jeffrey C. Crowe	Director
Jeffrey C. Crowe
/s/ A. Hugh Greene	Director
A. Hugh Greene
/s/ Steven T. Halverson	Director
Steven T. Halverson
/s/ Melvin L. Hecktman	Director
Melvin L. Hecktman
/s/ Delores M. Kesler	Chairman of the Board of Directors
Delores M. Kesler
/s/ Stephen H. Rogers	Director
Stephen H. Rogers

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on June 15, 2012.

ANCILLARY MANAGEMENT SOLUTIONS, INC. CASCADE MEDICAL SUPPLY, INC. FEDERAL MEDICAL SUPPLIES, INC. GULF SOUTH MEDICAL SUPPLY, INC. PROCLAIM, INC.
By:	/s/ Mark E. Steele
	Mark E. Steele
	President (Principal Executive Officer)

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint David M. Bronson and Joshua H. DeRienzis (with full power to act alone), our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2012:

Name	Title
/s/ Mark E. Steele	President (Principal Executive Officer)
Mark E. Steele
/s/ Mark Haskins	Vice President of Finance (Principal Financial Officer/Principal Accounting Officer)
Mark Haskins
/s/ Andrew E. Behrends	Director
Andrew E. Behrends
/s/ David M. Bronson	Director
David M. Bronson

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on June 15, 2012.

BLUE MEDICAL SUPPLY, INC.
DISPENSING SOLUTIONS ACQUISITION CORP.
DISPENSING SOLUTIONS, INC.
DS HOLDINGS, INC.
DSRX, INC.
KELTMAN PHARMACEUTICALS, INC.
PHYSICIAN SALES & SERVICE, INC.
PSS HOLDING, INC.
PSS SERVICE, INC.
REBEL DISTRIBUTORS CORP.
THERATECH, INC.
THRIFTYMED, INC.
WORLDMED SHARED SERVICES, INC.
By:	/s/ David M. Bronson
	David M. Bronson
	Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint David M. Bronson and Joshua H. DeRienzis (with full power to act alone), our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2012:

Name	Title
/s/ Gary A. Corless	President and Chief Executive Officer (Principal Executive Officer)
Gary A. Corless
/s/ David M. Bronson	Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)
David M. Bronson
/s/ Andrew E. Behrends	Director
Andrew E. Behrends

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on June 15, 2012.

BOTTOMLINE MEDICAL SOLUTIONS, LLC
CLAIMONE, LLC
INFOLAB, LLC
LINEAR HOLDINGS, LLC
LINEAR MEDICAL SOLUTIONS, LLC
POC MANAGEMENT GROUP, LLC
SCRIP PAK, LLC
STAT RX USA, LLC
WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC
By:	/s/ David M. Bronson
	David M. Bronson
	Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint David M. Bronson and Joshua H. DeRienzis (with full power to act alone), our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2012:

Name	Title
/s/ Gary A. Corless	President and Chief Executive Officer (Principal Executive Officer)
Gary A. Corless
/s/ David M. Bronson	Manager, Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)
David M. Bronson
/s/ Andrew E. Behrends	Manager
Andrew E. Behrends

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on June 15, 2012.

PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP
By:	PSS WORLD MEDICAL, INC., its general partner
By:	/s/ David M. Bronson
	David M. Bronson
	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of PSS World Medical, Inc., the general partner of Physician Sales & Service Limited Partnership, hereby severally constitute and appoint David M. Bronson and Joshua H. DeRienzis (with full power to act alone), our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 15, 2012:

Name	Title
/s/ Gary A. Corless	President, Chief Executive Officer, and Director (Principal Executive Officer)
Gary A. Corless
/s/ David M. Bronson	Executive Vice President and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)
David M. Bronson
/s/ Charles E. Adair	Director
Charles E. Adair
/s/ Alvin R. Carpenter	Director
Alvin R. Carpenter
/s/ Jeffrey C. Crowe	Director
Jeffrey C. Crowe
/s/ A. Hugh Greene	Director
A. Hugh Greene
/s/ Steven T. Halverson	Director
Steven T. Halverson
/s/ Melvin L. Hecktman	Director
Melvin L. Hecktman
/s/ Delores M. Kesler	Chairman of the Board of Directors
Delores M. Kesler
/s/ Stephen H. Rogers	Director
Stephen H. Rogers

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Restatement of Amended and Restated Articles of Incorporation of PSS World Medical, Inc., dated December 12, 2008 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 17, 2008)
3.2	Amended and Restated Bylaws of PSS World Medical, Inc., dated December 12, 2008 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 17, 2008)
3.2a	First Amendment to the Amended and Restated Bylaws of PSS World Medical, Inc., dated August 25, 2011 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed November 9, 2011)
3.3	Charter of Ancillary Management Solutions, Inc., dated October 6, 2000, as amended
3.4	Bylaws of Ancillary Management Solutions, Inc.
3.5	Third Amended and Restated Certificate of Incorporation of Blue Medical Supply, Inc., dated January 13, 2012
3.6	Bylaws of Blue Medical Supply, Inc.
3.7	Certificate of Formation of BottomLine Medical Solutions, LLC, dated August 16, 2011
3.8	Amended and Restated Limited Liability Company Operating Agreement of BottomLine Medical Solutions, LLC, dated November 2011
3.9	Restated Articles of Incorporation of Cascade Medical Supply, Inc., dated May 7, 2003, as amended
3.10	Bylaws of Cascade Medical Supply, Inc.
3.11	Certificate of Formation of ClaimOne, LLC, dated September 7, 2010, as amended
3.12	Amended and Restated Limited Liability Company Operating Agreement of ClaimOne, LLC, dated November 2011
3.13	Articles of Incorporation of Dispensing Solutions Acquisition Corp., dated April 11, 2001
3.14	Bylaws of Dispensing Solutions Acquisition Corp.
3.15	Restated Certificate of Incorporation of Dispensing Solutions, Inc., dated July 11, 2001
3.16	Bylaws of Dispensing Solutions, Inc.
3.17	Certificate of Incorporation of DS Holdings, Inc., dated June 18, 2001
3.18	Bylaws of DS Holdings, Inc.
3.19	Articles of Incorporation of DSRx, Inc., dated June 5, 2001
3.20	Bylaws of DSRx, Inc.
3.21	Articles of Incorporation of Federal Medical Supplies, Inc.
3.22	Bylaws of Federal Medical Supplies, Inc.
3.23	Amended and Restated Certificate of Incorporation of Gulf South Medical Supply, Inc., dated March 26, 1998
3.24	Bylaws of Gulf South Medical Supply, Inc.

EX-1

3.25	Certificate of Formation of Infolab, LLC, dated April 24, 2012, as amended
3.26	Limited Liability Company Operating Agreement of Infolab, LLC, dated May 1, 2012
3.27	Articles of Incorporation of Keltman Pharmaceuticals, Inc., as amended
3.28	Bylaws of Keltman Pharmaceuticals, Inc.
3.29	Certificate of Formation of Linear Holdings, LLC, dated September 10, 2010, as amended
3.30	Amended and Restated Limited Liability Company Operating Agreement of Linear Holdings, LLC, dated November 2011
3.31	Certificate of Formation of Linear Medical Solutions, LLC, dated September 7, 2010, as amended
3.32	Amended and Restated Limited Liability Company Operating Agreement of Linear Medical Solutions, LLC, dated November 2011
3.33	Articles of Incorporation of Physician Sales & Service, Inc., dated October 28, 1996, as amended
3.34	Bylaws of Physician Sales & Service, Inc.
3.35	Certificate of Limited Partnership of Physician Sales & Service Limited Partnership, dated March 31, 1997
3.36	Amended and Restated Limited Partnership Agreement of Physician Sales & Service Limited Partnership, dated April 2, 1999
3.37	Articles of Organization of POC Management Group, LLC, dated January 6, 2005
3.38	Amended and Restated Limited Liability Company Operating Agreement of POC Management Group, LLC
3.39	Charter of ProClaim, Inc., dated February 9, 1993
3.40	Bylaws of ProClaim, Inc.
3.41	Articles of Incorporation of PSS Holding, Inc., dated March 20, 1997
3.42	Bylaws of PSS Holding, Inc.
3.43	Articles of Incorporation of PSS Service, Inc., dated March 20, 1997
3.44	Bylaws of PSS Service, Inc.
3.45	Amended and Restated Articles of Incorporation of Rebel Distributors Corp., dated May 1, 2012
3.46	Amended and Restated Bylaws of Rebel Distributors Corp.
3.47	Articles of Organization of Scrip Pak, LLC, dated August 24, 2010
3.48	Amended and Restated Limited Liability Company Operating Agreement of Scrip Pak, LLC, dated November 2011
3.49	Certificate of Formation of Stat Rx USA, LLC, dated September 7, 2010, as amended
3.50	Amended and Restated Limited Liability Company Operating Agreement of Stat Rx USA, LLC, dated November 2011
3.51	Charter of Theratech, Inc.
3.52	Bylaws of Theratech, Inc.
3.53	Articles of Incorporation of ThriftyMed, Inc., dated February 13, 1998, as amended
3.54	Bylaws of ThriftyMed, Inc.

EX-2

3.55	Certificate of Formation of World Medical Government Solutions, LLC
3.56	Amended and Restated Limited Liability Company Operating Agreement of World Medical Government Solutions, LLC, dated June 15, 2012
3.57	Articles of Incorporation of WorldMed Shared Services, Inc., dated March 11, 2004
3.58	Bylaws of WorldMed Shared Services, Inc.
4.1	Indenture, dated February 24, 2012, among the Company, the Guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 28, 2012)
4.2	Registration Rights Agreement, dated February 24, 2012, among the Company, the Guarantors, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several purchasers (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 28, 2012)
4.3	Form of 6.375% Senior Note due 2022 (included as Exhibit A to Exhibit 4.1)
4.4	Supplement Indenture, dated June 15, 2012, among the Company, the Guarantors named therein, and U.S. Bank National Association, as trustee
5.1	Opinion of Alston & Bird LLP
10.1*	Amended and Restated Directors Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
10.2*	1994 Employee Stock Purchase Plan (incorporated by reference to the Company’s Registration Statement on Form S-8, Registration No. 33-80657)
10.3*	1999 Long-term Incentive Plan (Amended and Restated as of July 25, 2001) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
10.4	1999 Broad-Based Employee Stock Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
10.5*	PSS World Medical, Inc. 2006 Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 29, 2006)
10.6*	Shareholder Value Plan** (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 27, 2009)
10.7*	Description of Executive Officer Annual Incentive Bonus Program (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 31, 2006)
10.8*	Conformed Amended and Restated Savings Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2012)
10.8a*	May 2012 Amendment to the Conformed Amended and Restated Savings Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2012)
10.9	Amended and Restated Credit Agreement, dated as of May 20, 2003, by and among the Company, each of the Company’s subsidiaries therein named, the Lenders from time to time party thereto, Bank of America, N.A., as Agent, and Banc of America Securities LLC, as Arranger** (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2010)
10.9a	Second Amendment to Credit Agreement, dated as of December 16, 2003, by and among the Company, each of the Company’s subsidiaries therein named, the Lenders from time to time party thereto, Bank of America, N.A., as Agent, and Banc of America Securities LLC, as Arranger. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2010)
10.9b	Third Amendment to Credit Agreement, dated as of March 1, 2004, among the Company, each of the Company’s subsidiaries therein named, the Lenders party to the amendment, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 9, 2004)

EX-3

10.9c	Fourth Amendment to Credit Agreement, dated as of June 1, 2004, among the Company, each of the Company’s subsidiaries therein named, the Lenders party to the amendment, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
10.9d	Fifth Amendment to Credit Agreement, dated as of October 1, 2004, among the Company, each of the Company’s subsidiaries therein named, the Lenders party to the amendment, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004)
10.9e	Sixth Amendment to Credit Agreement, dated as of June 30, 2005, among the Company, each of the Company’s subsidiaries therein named, the Lenders party to the amendment, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 7, 2005)
10.9f	Seventh Amendment to the Credit Agreement, dated as of January 23, 2008, among the Company, each of the Company’s subsidiaries therein named, the Lenders party to the amendment, and Bank of America, N.A., as agent for the Lenders (incorporated by reference to the Company’s Current Report on Form 8-K, filed January 29, 2008)
10.9g	Second Amended and Restated Credit and Security Agreement, dated as of November 16, 2011, by and among the Company, certain of the Company’s subsidiaries party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Arranger and Sole Book Runner, and Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2011)
10.9h	First Amendment to the Second Amended and Restated Credit and Security Agreement, dated as of February 13, 2012, among the Company, each of the Company’s subsidiaries therein named, the Lenders party to the amendment, and Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Arranger and Sole Book Runner, and Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2012)
10.9i	Second Amended and Restated Partnership Interest Pledge Agreement, dated as of November 16, 2011, by the Company and PSS Holding, Inc., in favor of Bank of America, N.A., as Agent** (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2011)
10.9j	Second Amended and Restated Stock Pledge Agreement, dated as of November 16, 2011, by the Company and certain of the Company’s subsidiaries party thereto, in favor of Bank of America, N.A., as Agent.**(incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2011)
10.9k	Continuing Guaranty Agreement, dated June 14, 2012, by the Guarantors named therein
10.10*	Employment Agreement, dated as of April 1, 2003, by and between the Company and David M. Bronson (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 28, 2003)
10.10a*	Amended and Restated Employment Agreement related to 409A, dated as of December 30, 2008, by and between the Company and David M. Bronson (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.11*	Employment Agreement, dated as of August 16, 2005, by and between the Company and Gary A. Corless (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)
10.11a*	Amended and Restated Employment Agreement related to 409A, dated as of December 29, 2008, by and between the Company and Gary A. Corless (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.12*	Employment Agreement, dated as of April 1, 2004, by and between the Company and Kevin P. English (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 2, 2004)

EX-4

10.12a*	Amendment to Employment Agreement related to 409A, dated as of December 30, 2008, by and between the Company and Kevin P. English (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.13*	Employment Agreement, dated as of January 1, 2002, by and between the Company and Bradley J. Hilton (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 1, 2005)
10.13a*	Amendment to Employment Agreement related to 409A, dated as of December 30, 2008, by and between the Company and Bradley J. Hilton (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.14*	Employment Agreement, dated as of April 1, 1998, by and between the Company and John F. Sasen, Sr. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2001)
10.14a*	Amendment to Employment Agreement, dated as of April 17, 2000, by and between the Company and John F. Sasen, Sr. (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2001)
10.14b*	Amended and Restated Employment Agreement related to 409A, dated as of December 30, 2008, by and between the Company and John F. Sasen Sr. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.15*	Separation Agreement, dated as of February 2, 2010, by and between the Company and David A. Smith (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended April 2, 2010)
10.16*	PSS World Medical, Inc. Amended and Restated Officer Stock Option Grant Program, as amended through July 1, 2004 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004)
10.16a*	PSS World Medical Inc. Amended and Restated Director’s Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.16b*	PSS World Medical Inc. Amended and Restated Officer Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.16c*	Amendment to the Amended and Restated Officer Deferred Compensation Plan, effective December 9, 2010 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011)
10.16d*	Amendment to the Amended and Restated Officer Deferred Compensation Plan, effective March 27, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2012)
10.17*	PSS World Medical, Inc. Amended and Restated ELITe Stock Option Grant Program, as amended through July 1, 2004 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004)
10.17a*	PSS World Medical, Inc. Amended and Restated ELITe Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)
10.17b*	Amendment to the Amended and Restated ELITe Deferred Compensation Plan, effective December 9, 2010 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011)
10.17c*	Amendment to the Amended and Restated ELITe Deferred Compensation Plan, effective March 27, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2012).
10.18*	PSS World Medical, Inc. Leader’s Stock Option Grant Program, as amended through July 1, 2004 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004)
10.18a*	PSS World Medical Inc. Amended and Restated Leader’s Deferral Plan, as amended and restated effective January 1, 2009 (incorporated by Reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 2, 2009)

EX-5

10.18b*	Amendment to the Amended and Restated Leader’s Deferred Compensation Plan, effective December 9, 2010 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011)
10.18c*	Amendment to the Amended and Restated Leader’s Deferred Compensation Plan, effective March 27, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended March 30, 2012)
10.19*	PSS World Medical, Inc. 2004 Non-Employee Directors’ Compensation Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2004).
10.19a*	Amendment No. 1 to the PSS World Medical, Inc. Amended and Restated 2004 Non-Employee Directors’ Compensation Plan, as amended through August 24, 2006 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2006)
10.20*	Form of Restricted Stock Award Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)
10.21*	Form of Performance-Accelerated Restricted Stock Award Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2007)
10.22*	Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2007)
10.23*	Form of Non-statutory Stock Option Award (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2008)
10.24	Purchase Agreement, dated as of July 29, 2008, among PSS World Medical and Goldman, Sachs & Co. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2010)
10.25	Convertible Bond Hedge Transaction Confirmation, dated July 29, 2008, between Goldman, Sachs & Co. and PSS World Medical, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2008)
10.26	Issuer Warrant Transaction Confirmation, dated July 29, 2008, between Goldman, Sachs & Co. and PSS World Medical, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2008)
10.27*	Form of Performance-Accelerated Restricted Stock Unit Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2009)
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1	List of Subsidiaries
23.1	Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.5	Consent of KPMG LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included on the signature pages hereof)
25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association under the Indenture
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner

* Represents a management contract or compensatory plan or arrangement.

** Certain portions of this Exhibit have been omitted upon a request for confidential treatment pursuant to 24b-2 of the Securities Exchange Act of 1934, as amended. The omitted portions have been filed separately with the Securities Exchange Commission.

EX-6

EX-3.3

Exhibit 3.3

CHARTER

OF

MANAGEMENT ALTERNATIVES, INC.

The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation.

1. The name of the corporation is Management Alternatives, Inc.

2. The corporation is for profit.

3. The street address for the corporation’s principal office is:

315 Deaderick Street, Suite 2700

Nashville, Tennessee 37238-0002

County of Davidson

(a) The name of the corporation’s initial registered agent is:

Chad C. White

(b) The street address of the corporation’s initial registered office in Tennessee is:

315 Deaderick Street, Suite 2700

Nashville, Tennessee 37238-0002

County of Davidson

4. The name and address of the incorporator is:

Chad C. White

Bass, Berry & Sims PLC

315 Deaderick Street, Suite 2700

Nashville, Tennessee 37238-0002

County of Davidson

5. The number of shares of stock the corporation is authorized to issue is 1,000 shares of common stock, no par value per share.

6. The shareholders of the corporation shall not have preemptive rights.

7. To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof, and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business

1

Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this paragraph 7 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

Dated: October 6, 2000.

/s/ Chad C. White

Chad C. White, Incorporator

2146027.1

2

ARTICLES OF AMENDMENT TO THE CHARTER

OF

MANAGEMENT ALTERNATIVES, INC.

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Charter.

1. The name of the corporation as it appears on record is Management Alternatives, Inc.

2. The text of each amendment adopted is as follows:

Section 1 of the corporation’s Charter shall be deleted in its entirety, and the following shall be inserted in lieu thereof:

“1. The name of the corporation is Ancillary Management Solutions, Inc.”

Section 3 of the corporation’s Charter shall be deleted in its entirety, and the following shall be inserted in lieu thereof:

“3. The street address for the corporation’s principal office is:

300 Seaboard Lane Suite 5

Franklin, Tennessee 37067

County of Williamson”

3. These Articles of Amendment are to be effective when filed with the Secretary of State.

4. These Articles of Amendment were duly adopted by the Board of Directors on November 10, 2000 and were approved by the shareholders on November 10, 2000.

Dated: November 10, 2000

MANAGEMENT ALTERNATIVES, INC.
By:	/s/ David F. Bacon, Jr.
	Name: David F. Bacon, Jr.
	Title: President

2152555.3

I

EX-3.4

Exhibit 3.4

BYLAWS OF

ANCILLARY MANAGEMENT SOLUTIONS, INC.

A TENNESSEE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Tennessee Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

i

Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

ii

ARTICLE I

OFFICES AND RECORDS

Section 1.1    Tennessee Office.    The registered office of Ancillary Management Solutions, Inc. (the “Corporation”) in the State of Tennessee shall be located at 2300 Hillsboro Road Suite 305, Nashville, Tennessee 37212. The registered agent at such address is National Registered Agents, Inc.

Section 1.2    Other Offices.    The Corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1    Annual Meeting.    The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2    Special Meeting.    Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3    Place of Meeting.    The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4    Notice of Meeting.    The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Tennessee Business Corporation Act or the Charter require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Tennessee Business Corporation Act or the Charter require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5    Quorum and Adjournment.    Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6    Proxies.    At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7    Voting.    Except as otherwise provided by the Charter, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Charter, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Charter or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8    Action Without a Meeting.    Action required or permitted by the Tennessee Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Charter, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

2

Section 2.9    Waiver of Notice.    A shareholder may waive any notice required to be given by law, in the Charter or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1    General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Charter or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2    Number, Tenure and Qualifications.    Except as otherwise provided by the Charter, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3    Regular Meetings.    The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4    Special Meetings.    Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5    Place of Meeting.    The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

3

Section 3.6    Action by Unanimous Consent of Directors.    The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7    Notice.    Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8     Conference Telephone Meetings.    Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9    Quorum and Voting.    A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10    Vacancies.    Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

4

Section 3.11    Committees.

A.    The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B.    Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12    Removal.    Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13    Resignation.    Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14    Compensation of Directors.    Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1    Number and Duties.    The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2    Appointment and Term.    An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4    Chief Executive Officer.    The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5    President.    The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6    Vice Presidents.    In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7    Secretary.    The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8    Treasurer.    The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9    Resignations.    Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10    Contracts, Checks and Drafts.    Except as otherwise required by law, by the Charter or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11    Voting Securities Owned by the Corporation.    Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1    Stock Certificates and Transfers.

A.    The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B.    Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C.    The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1    Right to Indemnification.    The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Tennessee Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2    Right to Advancement of Expenses.    Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Tennessee Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Tennessee Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3    Right of Indemnitee to Bring Suit.    The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Tennessee Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Tennessee Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4    Non-Exclusivity of Rights.    The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Charter, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Business Corporation Act.

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Section 6.6    Other Sources of Indemnification.    The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1    Dividends; Reserves.    The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Charter; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2    Seal.    If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1    Amendments.    Subject to the provisions of the Charter, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.5

Exhibit 3.5

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BLUE MEDICAL SUPPLY, INC.

Blue Medical Supply, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: The name of the Corporation is:

BLUE MEDICAL SUPPLY, INC.

SECOND: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary”) on May 4, 2006. A Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary on January 9, 2007. An Amended and Restated Certificate of Incorporation was filed with the Secretary on April 18, 2008. A Second Amended and Restated Certificate of Incorporation was filed with the Secretary on December 15, 2010.

THIRD: Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), the provisions of the Certificate of Incorporation as heretofore amended and supplemented are hereby amended and restated in their entirety and integrated into the single instrument which is hereinafter set forth, and which is entitled “Third Amended and Restated Certificate of Incorporation of Blue Medical Supply, Inc.”

FOURTH: The Corporation’s Board of Directors and its stockholders duly adopted this Third Amended and Restated Certificate of Incorporation in accordance with Sections 242 and Section 245 of the DGCL.

FIFTH: The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware 19904. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

SIXTH: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

SEVENTH: The total number of shares which the Corporation shall have authority to issue is 100 shares of Common Stock, par value of $0.01 per share.

EIGHTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

NINTH: To the full extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Ninth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

TENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person

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which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Tenth shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

ELEVENTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the DGCL or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

TWELFTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Third Amended and Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Third Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

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IN WITNESS WHEREOF, Blue Medical Supply, Inc. has caused this Third Amended and Restated Certificate of Incorporation to be signed by a duly authority officer this 13th day of January, 2012.

BLUE MEDICAL SUPPLY, INC.
By:	/s/ Joshua H. DeRienzis
Name: Joshua H. DeRienzis
Title: Vice President and Corporate Secretary

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EX-3.6

Exhibit 3.6

BYLAWS OF

BLUE MEDICAL SUPPLY, INC.

A DELAWARE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Delaware Office		1
Section 1.2 Other Offices		1
ARTICLE II STOCKHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		2
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		3
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		4
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		6
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	7
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	8
Section 6.1 Right to Indemnification	8
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	9
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	10
ARTICLE VII MISCELLANEOUS PROVISIONS	10
Section 7.1 Dividends; Reserves	10
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1    Delaware Office.    The registered office of Blue Medical Supply, Inc. (the “Corporation”) in the State of Delaware shall be located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. The registered agent at such address is National Registered Agents, Inc.

Section 1.2    Other Offices.    The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

STOCKHOLDERS

Section 2.1    Annual Meeting.    The annual meeting of the stockholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2    Special Meeting.    Special meetings of stockholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3    Place of Meeting.    The person calling a meeting of stockholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4    Notice of Meeting.    The Corporation shall notify stockholders of the date, time, and place of each annual and special stockholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, the Corporation shall notify only those stockholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5    Quorum and Adjournment.    Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of stockholders. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6    Proxies.    At all meetings of stockholders, a stockholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such stockholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such stockholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7    Voting.    Except as otherwise provided by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such stockholder. Election of directors at all meetings of the stockholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8    Action Without a Meeting.    Action required or permitted by the Delaware General Corporation Law or these Bylaws to be taken at a stockholders’ meeting may be taken without a meeting if the action is taken by all stockholders entitled to vote on the action or, if so provided in the Certificate of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all stockholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by stockholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by stockholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9    Waiver of Notice.    A stockholder may waive any notice required to be given by law, in the Certificate of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1    General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Certificate of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2    Number, Tenure and Qualifications.    Except as otherwise provided by the Certificate of Incorporation, the number of directors shall be fixed from time to time by the stockholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3    Regular Meetings.    The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4    Special Meetings.    Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5    Place of Meeting.    The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6    Action by Unanimous Consent of Directors.    The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7    Notice.    Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8    Conference Telephone Meetings.    Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9    Quorum and Voting.    A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10    Vacancies.    Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11    Committees.

A.    The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to stockholders any action or matter required by law to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any bylaw.

B.    Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12    Removal.    Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13    Resignation.    Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14    Compensation of Directors.    Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1    Number and Duties.    The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2    Appointment and Term.    An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the Board and the stockholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the stockholders.

Section 4.4    Chief Executive Officer.    The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5    President.    The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6    Vice Presidents.    In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7    Secretary.    The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the stockholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8    Treasurer.    The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9    Resignations.    Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10    Contracts, Checks and Drafts.    Except as otherwise required by law, by the Certificate of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11    Voting Securities Owned by the Corporation.    Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the stockholders or members of or with respect to any action of the stockholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1    Stock Certificates and Transfers.

A.    The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B.    Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C.    The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1    Right to Indemnification.    The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2    Right to Advancement of Expenses.    Expenses (including attorneys’ fees, costs and charges)

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incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Delaware General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3    Right of Indemnitee to Bring Suit.    The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4    Non-Exclusivity of Rights.    The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 6.5    Insurance.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6    Other Sources of Indemnification.    The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1    Dividends; Reserves.    The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2    Seal.    If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

Section 4    This is hidden text! Do not erase!

ARTICLE VIII

AMENDMENTS

Section 8.1    Amendments.    Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the stockholders or the Board.

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EX-3.7

Exhibit 3.7

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:38 PM 08/17/2011

FILED 02:38 PM 08/17/2011

SRV 110928742 - 5026072 FILE

CERTIFICATE OF FORMATION

OF

BOTTOMLINE MEDICAL SOLUTIONS, LLC

This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 of the Delaware Limited Liability Company Act.

1. The name of the limited liability company is BottomLine Medical Solutions, LLC.

2. The address of the registered office of the limited liability company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent for service of process on the limited liability company at such address is National Registered Agents, Inc.

Executed this 16th day of August, 2011.

By:	/s/ Gardner Davis
Name: Gardner Davis
Title: Authorized Signatory

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF BOTTOMLINE MEDICAL SOLUTIONS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BOTTOMLINE MEDICAL SOLUTIONS, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “BottomLine Medical Solutions, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the

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amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a)     The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)     Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a)     the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2 Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

- 16 -

IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
LINEAR HOLDINGS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
BOTTOMLINE MEDICAL SOLUTIONS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
Linear Holdings, LLC		100		100	%

EX-3.9

Exhibit 3.9

RESTATED ARTICLES OF INCORPORATION

OF

CASCADE MEDICAL SUPPLY, INC.

The undersigned Shareholders, being all the shareholders of the Company, have duly approved, upon recommendation of the Board of Directors, amendments to the Company’s Articles of Incorporation, and hereby Restate the Articles of Incorporation of Cascade Medical Supply, Inc. These Restated Articles of Incorporation shall supersede all previously filed Articles of Incorporation and amendments thereto. The shareholders hereby adopt under the Washington Business Corporation Act (Title 23B RCW), the following Restated Articles of Incorporation for the corporation:

ARTICLE I

NAME

The name of the corporation is CASCADE MEDICAL SUPPLY, INC.

ARTICLE II

DURATION

The period of duration of the corporation shall be perpetual.

ARTICLE III

PURPOSES AND LIMITATIONS

The purpose of the corporation is the transaction of any or all lawful business, trade or activity for which corporations may be incorporated under Title 23B RCW.

ARTICLE IV

POWERS

This corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of the corporation or any of them and to exercise any and all powers authorized or permitted to be done by a corporation under any laws that may be now or hereafter applicable or available to the corporation.

ARTICLE V

AUTHORIZED CAPITAL

The aggregate number of shares which the corporation shall be authorized to issue is fifty thousand (50,000) shares of common stock, and each share shall be without par value.

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ARTICLE VI

DIRECTORS

The Board of Directors shall consist of four (4) directors. Thereafter, the number of directors of the corporation shall be fixed by the Bylaws and may be increased or decreased from time to time in the manner specified therein. The names and addresses of the persons who shall serve as directors until the next annual meeting of shareholders and until their successors are elected and qualified, unless they resign or are removed in accordance with law, are:

Name	Address
Curtis Buck	1305 S. Central Avenue, Unit E Kent, WA 98032
Keith Godfrey	1305 S. Central Avenue, Unit E Kent, WA 98032
Bradford Dunham	1305 S. Central Avenue, Unit E Kent, WA 98032
Norman Howard	1305 S. Central Avenue, Unit E Kent, WA 98032

ARTICLE VII

BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the corporation, subject to repeal or amendment by action of the shareholders.

ARTICLE VIII

REGISTERED AGENT AND OFFICE

The registered agent and registered office for the corporation shall be changed. The new registered agent and the address of his registered office are:

Kurt H. Olson

Fahlman & Olson, P.S.

1524 Alaskan Way, Suite 200

Seattle, WA 98101

ARTICLE IX

NO PREEMPTIVE RIGHTS

Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of the corporation.

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ARTICLE X

NO CUMULATIVE VOTING

The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of the corporation.

ARTICLE XI.

TRANSACTION WITH INTERESTED PARTY

This corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers, and shareholders and with corporations, associations, firms and entities in which they are or may be or become interested as directors, officers, shareholders, members, or otherwise, as freely as though such adverse interests did not exist, even though the vote, action, or presence of such director, officer, or shareholder may be necessary to obligate the corporation upon such contracts or transactions; and in the absence of fraud, no such contract or transaction shall be voided and no such director, officer, or shareholder shall be held liable to account to the corporation, by reason of such adverse interests or by reason of any fiduciary relationship to the corporation arising out of such office or stock ownership, for any profit or benefit realized by him through any such contract or transaction; provided that in the case of directors and officers of the corporation (but not in the case of shareholders who are not directors or officers), the nature of the interest of such director or officer, though not necessarily the details or extent thereof, be disclosed or known to the Board of Directors of this corporation, at the meeting thereof at which such contract or transaction is authorized or confirmed. A general notice that a director or officer of the corporation has an interest in any corporation, association, firm, or entity shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, association, firm or entity.

ARTICLE XII

DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION

Section 1.

(a) A member of the Board of Directors of this corporation shall not be personally liable to the corporation or to its shareholders for monetary damages for conduct as a director except (1) for acts or omissions that involve intentional misconduct or a knowing violation of the law by such director; (2) for conduct violating RCW 23B.08.310, pertaining to unpermitted distributions to shareholders or loans to directors; or (3) for any transaction from which the director will personally receive a benefit in money, property or services to which such director is not legally entitled.

(b) If the laws of the State of Washington are amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by such laws as so amended. Any repeal or modification of the foregoing paragraphs by the shareholders of the corporation shall not adversely affect any right or protection of a director or officer of the corporation existing at the time of such repeal or modification.

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Section 2. To the fullest extent, and in the manner permitted by the laws of the State of Washington, the corporation shall indemnify any person threatened to be made a party or any party to a threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative (whether brought by or in the right of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) incurred or to be incurred by him in connection with such action, suit or proceeding. Such indemnification shall continue as to a person who has ceased to be a director, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Reasonable expenses incurred or to be incurred by a director, officer, employee or agent who is a party or threatened to be made a party to such action, suit or proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such proceeding in the manner permitted by the laws of the State of Washington.

Section 3. The right to indemnification and the payment of expenses incurred or to be incurred in defending any action, suit or proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquired under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

Section 4. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the laws of the State of Washington.

Section 5. Pursuant to RCW 23B.07.320, no director, officer, or shareholder shall be liable for failure to follow the corporate formalities otherwise applicable to this corporation under the laws of the State of Washington, and such duties are hereby abolished by agreement of the shareholders, which agreement shall be in force and effect for the life of the corporation. This shareholders’ agreement, however, does not transfer or vest any discretion or power of the directors or officers to any of the shareholders.

ARTICLE XIII

AMENDMENT OF ARTICLES OF INCORPORATION

This corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by law, and all rights and powers of the shareholders and directors of the corporation are granted subject to this reservation.

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DATED effective this 7th day of May, 2003.

/s/ Curtis Buck	/s/ Keith Godfrey
Curtis Buck, shareholder	Keith Godfrey, shareholder
/s/ Bradford Dunham	/s/ Norman Howard
Bradford Dunham, shareholder	Norman Howard, shareholder

CONSENT TO SERVE AS REGISTERED AGENT

I, Kurt H. Olson, of Fahlman & Olson, P.S., hereby consent to serve as registered agent, in the State of Washington, for CASCADE MEDICAL SUPPLY, INC. I understand that as agent for the corporation, it will be my responsibility to receive service of process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the office, of the Secretary of State in the event of my resignation or of any changes in the registered office address of the corporation for which I am agent.

DATED this 7th day of May, 2003,

/s/ Kurt H. Olson
Kurt H. Olson
Address:	Fahlman & Olson, PS 1524 Alaskan Way, Suite 200 Seattle, WA 98101

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ARTICLES OF RESTATEMENT

OF

CASCADE MEDICAL SUPPLY, INC.

Pursuant to RCW 23B.10.070, Cascade Medical Supply, Inc., a Washington corporation, hereby executes in duplicate the following Articles of Restatement,

1. Name. The name of the corporation is Cascade Medical Supply, Inc.

2. Restated Articles of Incorporation. The Articles of Incorporation of the corporation are restated in their entirety as shown on Exhibit A attached hereto.

3. Date of Adoption. The restated Articles of Incorporation were adopted pursuant to the unanimous consent of the directors and shareholders dated effective April 8, 2003.

4. Shareholder Approval. The amendment was duly approved by the shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.

Dated this 7th day of May, 2003.

CASCADE MEDICAL SUPPLY, INC.
By	/s/ Curtis Buck
	Curtis Buck Its President

ARTICLES OF AMENDMENT

OF

RESTATED ARTICLES OF INCORPORATION

OF

CASCADE MEDICAL SUPPLY, INC.

Pursuant to RCW 23B.10.030 of the Washington Business Corporation Act, and Article XIII of the Restated Articles of Incorporation for the corporation dated effective May 7, 2003, the undersigned corporation has approved the following amendments to the corporation’s Restated Articles of Incorporation.

1. The Restated Articles of Incorporation of the Corporation are amended to add a new Article XIV as follows:

ARTICLE XIV

REDEMPTION OF SHARES OF STOCK

Pursuant to RCW 23B.02.020(5)(i), shares may be redeemable or convertible at the option of the Corporation by its Board of Directors in its discretion, for cash, indebtedness, securities, or other property in an amount determined by the Board of Directors for the Corporation to represent the fair value of the shares.

2. The effective date of the adoption of this amendment is August 28, 2006.

3. The amendment is adopted by duly approved shareholder action in accordance with the provisions of RCW 23B.10.030 and RCW 23B.10.040 at a special meeting of shareholders held on August 28, 2006 pursuant to proper notice.

4. All other Articles of the Restated Articles of Incorporation remain unchanged and in full force and effect.

Dated effective 28th day of August, 2006.

Cascade Medical Supply, Inc.
By	/s/ Curtis Buck
Curtis Buck Its President and Chief Executive Officer

EX-3.10

Exhibit 3.10

BYLAWS OF

CASCADE MEDICAL SUPPLY, INC.

A WASHINGTON CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Washington Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	9
Section 6.4 Non-Exclusivity of Rights	9
Section 6.5 Insurance	11
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Washington Office. The registered office of Cascade Medical Supply, Inc. (the “Corporation”) in the State of Washington shall be located at 1780 Barnes Blvd S W, Bldg G, Tumwater, Washington 98512. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Washington, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Washington business corporation act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Washington business corporation act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Washington business corporation act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Washington business corporation act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

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Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Washington business corporation act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Washington business corporation act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Washington business corporation act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Washington business corporation act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Washington business corporation act.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.11

Exhibit 3.11

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:16 PM 09/07/2010

FILED 01:52 PM 09/07/2010

SRV 100887787 – 4868654 FILE

CERTIFICATE OF FORMATION

OF

COMPREHENSIVE MEDICAL SOLUTIONS, LLC

This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 of the Delaware Limited Liability Company Act.

1. The name of the limited liability company is Comprehensive Medical Solutions, LLC.

2. The address of the registered office of the limited liability company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent for service of process on the limited liability company at such address is National Registered Agents, Inc.

Executed this 7th day of September, 2010.

By:	/s/ Danielle Whitley
Name:	Danielle Whitley
Title:	Authorized Signatory

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:0511/18/2010

FILED 04:01 PM 11/18/2010

SRV 101103045 – 4866654 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

1. Name of the limited liability company: Comprehensive Medical Solutions, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is ClaimOne, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 18^th day of November, 2010.

By:	/s/ Danielle Whitley
	Danielle Whitley, Authorized Person

EX-3.12

Exhibit 3.12

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF CLAIMONE, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of CLAIMONE, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “ClaimOne, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a) The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)     Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a) the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
LINEAR HOLDINGS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
CLAIMONE, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
Linear Holdings, LLC		100		100	%

EX-3.13

Exhibit 3.13

ARTICLES OF INCORPORATION

OF

DISPENSING SOLUTIONS ACQUISITION CORP.

I.

The name of this corporation is Dispensing Solutions Acquisition Corp. (hereinafter “Corporation”).

II.

The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in the State of California of this Corporation’s initial agent for service of process is:

Richard A. Wolpow

3101 W. Coast Highway, Suite 175

Newport Beach, CA 92663

IV.

This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is One Hundred Thousand (100,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Ten Million (10,000) shares, par value $0.001.

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a “Preferred Stock Designation”) and as may be permitted by the California Corporation Law. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Page 1 of 2

V.

Directors of the Corporation shall not be liable for monetary damages in an action brought by or in the right of the Corporation for breach of a director’s duties to the Corporation and its shareholders, provided however that this provision does not eliminate the liability of directors (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the Corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the Corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the Corporation or its shareholders, (vi) under Section 310 of the California Corporations Code or (vii) under Section 316 of the California Corporations Code. This provisions shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of this provision and shall not eliminate or limit the liability of an officer for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. The Corporation shall, to the fullest extent permitted by California Law, indemnify any and all persons whom it shall have power to indemnify under Section 317, California Corporations Code, from and against any and all expenses, liabilities, or other matters referred to in or covered by said section.”

Dated: April 11, 2001	By:	/s/ Brian A. Lebrecht
		Brian A. Lebrecht, Esq.
		Incorporator

Page 2 of 2

EX-3.14

Exhibit 3.14

BYLAWS OF

DISPENSING SOLUTIONS ACQUISITION CORP.

A CALIFORNIA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 California Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

i

	Page
Section 4.11 Voting Securities Owned by the Corporation		8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS		8
Section 5.1 Stock Certificates and Transfers		8
ARTICLE VI INDEMNIFICATION		9
Section 6.1 Right to Indemnification		9
Section 6.2 Right to Advancement of Expenses		9
Section 6.3 Right of Indemnitee to Bring Suit		10
Section 6.4 Non-Exclusivity of Rights		10
Section 6.5 Insurance		11
Section 6.6 Other Sources of Indemnification		11
ARTICLE VII MISCELLANEOUS PROVISIONS		11
Section 7.1 Dividends; Reserves		11
Section 7.2 Seal		11
ARTICLE VIII AMENDMENTS		11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 California Office. The registered office of Dispensing Solutions Acquisition Corp. (the “Corporation”) in the State of California shall be located at 2875 Michelle Drive, Suite 100, Irvine, California 92606. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of California, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the California General Corporation Law or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the California General Corporation Law or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the California General Corporation Law or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the California General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges)

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incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the California General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the California General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the California General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the California General Corporation Law.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.15

Exhibit 3.15

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:02 AM 10/19/2001

010524129 – 3374087

RESTATED

CERTIFICATE OF INCORPORATION

OF

DISPENSING SOLUTIONS, INC.

(a Delaware corporation)

The following Restated Certificate of Incorporation of Dispensing Solutions, Inc., (i) restates the provisions of the Certificate of Incorporation of Dispensing Solutions, Inc., originally filed with the Secretary of State of the State of Delaware on April 11, 2001, and (ii) supersedes the original Certificate of Incorporation and all prior amendments and restatements thereto in their entirety.

ARTICLE I

The name of this corporation is:

Dispensing Solutions, Inc.

ARTICLE II

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

ARTICLE III

The Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is 100,000 (One Hundred Thousand) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is 10,000 (Ten Thousand) shares, par value $0.001.

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

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ARTICLE IV

The incorporator shall have the powers afforded the same under Title 8, Section 107, of the General Corporation Law of the State of Delaware.

ARTICLE V

This corporation shall have perpetual existence.

ARTICLE VI

The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

ARTICLE VII

The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section.

ARTICLE VIII

From time to time, any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed and other provisions, authorized by the laws of the State of Delaware at the time enforced, may be added or inserted in a manner and at the time prescribed by said laws.

ARTICLE IX

The Board of Directors of the corporation is expressly authorized to make, alter or repeal bylaws of the corporation.

ARTICLE X

Election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. Meetings of the board of Directors may be held within or without the State of Delaware, as the Bylaws may provide. The books of the corporation may be kept, subject to any provisions contained in any laws of the State of Delaware, outside the State of Delaware, at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.

Page 2 of 3

ARTICLE XII

The number of shares of the corporation outstanding and entitled to vote on this Restated Articles of Incorporation is 2,000,000 shares of common stock; that the said change(s) and the Restated Articles of Incorporation have been consented to and approved by a majority all of the stockholders of each class of stock outstanding and entitled to vote thereon. The changes set forth herein shall be effective upon the filing of these Restated Articles of Incorporation.

/s/ Daniel B. Guinn	/s/Adrian Hex
Daniel B. Guinn	Adrian Hex
President	Secretary
Dated: July 11, 2001	Dated: July 11, 2001

Page 3 of 3

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:54 PM 07/28/2008

FILED 06:44 PM 07/28/2008

SRV 080824471 – 3374087 FILE

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Dispensing Solutions, Inc.,                                                                                                                                                                   , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1.	The name of the corporation is Dispensing Solutions, Inc.
2.	That a Certificate of                     Amendment
	(Title of Certificate Being Corrected)
	was filed by the Secretary of State of Delaware on October 19, 2001 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3.	The inaccuracy or defect of said Certificate is: (must be specific)
	See Exhibit A attached hereto and made a part hereof
4.	Article         5         of the Certificate is corrected to read as follows:
	See Exhibit A attached hereto and made a part hereof

IN WITNESS WIEEREOF, said corporation has caused this Certificate of Correction this     28th     day of         July         , A.D. 2008.

By:	/s/Guy Bryant
	Authorized Officer
Name:	Guy Bryant
	Print or Type
Title:	Chief Executive Officer

EXHIBIT A

3. The inaccuracy or defect of said Corporation is:

The second paragraph of ARTICLE FIVE, as amended, incorrectly refers to a reverse stock split of “preferred stock” instead of “common stock” as follows:

“Effective upon the filing of this Certificate of Amendment of Articles of Incorporation, the issued and outstanding shares of preferred stock shall undergo a 200-for-1 reverse stock split. As a result of the stock split, each two hundred (200) shares of preferred stock issued and outstanding before the effectiveness of the split shall be exchanged for one (1) share of common stock after the split. Fractional shares will be rounded up to the next whole share.”

4. The second paragraph of ARTICLE FIVE, as amended, of the Certificate is corrected to read as follows:

“Effective upon the filing of this Certificate of Amendment of Certificate of Incorporation, the issued and outstanding shares of common stock shall undergo a 200-for-1 reverse stock split. As a result of the stock split, each two hundred (200) shares of common stock issued and outstanding before the effectiveness of the split shall be exchanged for one (1) share of common stock after the split. Fractional shares will be rounded up to the next whole share.”

EX-3.16

Exhibit 3.16

BYLAWS OF

DISPENSING SOLUTIONS, INC.

A DELAWARE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Delaware Office		1
Section 1.2 Other Offices		1
ARTICLE II STOCKHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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	Page
Section 4.11 Voting Securities Owned by the Corporation		8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS		8
Section 5.1 Stock Certificates and Transfers		8
ARTICLE VI INDEMNIFICATION		9
Section 6.1 Right to Indemnification		9
Section 6.2 Right to Advancement of Expenses		10
Section 6.3 Right of Indemnitee to Bring Suit		10
Section 6.4 Non-Exclusivity of Rights		10
Section 6.5 Insurance		11
Section 6.6 Other Sources of Indemnification		11
ARTICLE VII MISCELLANEOUS PROVISIONS		11
Section 7.1 Dividends; Reserves		11
Section 7.2 Seal		11
ARTICLE VIII AMENDMENTS		11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Delaware Office. The registered office of Dispensing Solutions, Inc. (the “Corporation”) in the State of Delaware shall be located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of stockholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of stockholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify stockholders of the date, time, and place of each annual and special stockholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, the Corporation shall notify only those stockholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of stockholders. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of stockholders, a stockholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such stockholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such stockholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such stockholder. Election of directors at all meetings of the stockholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Delaware General Corporation Law or these Bylaws to be taken at a stockholders’ meeting may be taken without a meeting if the action is taken by all stockholders entitled to vote on the action or, if so provided in the Certificate of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all stockholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by stockholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by stockholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A stockholder may waive any notice required to be given by law, in the Certificate of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Certificate of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Certificate of Incorporation, the number of directors shall be fixed from time to time by the stockholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to stockholders any action or matter required by law to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the stockholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the stockholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the stockholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Certificate of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

7

Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the stockholders or members of or with respect to any action of the stockholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

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Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Delaware General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the stockholders or the Board.

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EX-3.17

Exhibit 3.17

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/18/2001

010292310 – 3403537

CERTIFICATE OF INCORPORATION

OF

DS HOLDINGS, INC.

1. The name of the corporation is DS Holdings, Inc.

2. The address, including street, number, city and county of the registered office of the corporation in the State of Delaware is 15 E. North Street, City of Dover, County of Kent, Delaware, 19901.

3. The name of the registered agent of the corporation in the State of Delaware at such address is PARACORP INCORPORATED.

4. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

5. This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is 30,000,000 (Thirty Million) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is 3,000,000 (Three Million) shares, par value $0.001.

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent in the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the share constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

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6. The name and mailing address of the incorporator is as follows:

Brian A. Lebrecht, Esq.

The Lebrecht Group, APLC

23342 Avenida Empresa, Suite 230

Rancho Santa Margarita, CA 92688

7. The incorporator shall have the powers afforded the same under Title 8, Section 107, of the General Corporation Law of the State of Delaware.

8. The corporation shall have a perpetual existence.

9. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

10. The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section.

11. From time to time, any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed and other provisions, authorized by the laws of the State of Delaware at the time enforced, may be added or inserted in a manner and at the time prescribed by said laws.

12. The Board of Directors of the corporation is expressly authorized to make, alter or repeal bylaws of the corporation.

13. Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. Meetings of the Board of Directors may be held within or without the State of Delaware, as the Bylaws may provide. The books of the corporation may be kept, subject to any provisions contained in any laws of the State of Delaware, at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the corporation.

THE UNDERSIGNED, being the incorporator herein before named, for the purpose of forming a corporation pursuant to Chapter 1 of Title 8 of the Delaware Code, make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true.

	/s/ Brian A. Lebrecht
Dated: June 18, 2001	Brian A. Lebrecht, Incorporator

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/27/2001

010310534 – 3403537

CERTIFICATE OF DESIGNATION

OF THE RIGHTS, PREFERENCES, PRIVILEGES

AND RESTRICTIONS, WHICH HAVE NOT BEEN SET

FORTH IN THE CERTIFICATE OF INCORPORATION

OR IN ANY AMENDMENT THERETO,

OF THE

SERIES A CONVERTIBLE PREFERRED STOCK

OF

DS HOLDINGS, INC.

(Pursuant to Section 151 of the General Corporation

Law of Delaware)

The undersigned, Daniel B. Guinn, does hereby certify that:

(a) He is the duly elected and acting President of DS Holdings, Inc., a Delaware corporation (the “Company”).

(b) Pursuant to the Unanimous Written Consent of the Board of Directors of the Company dated June 19, 2001, the Board of Directors duly adopted the following resolutions:

WHEREAS, the Certificate of Incorporation of the Company authorizes a class of stock designated as Preferred Stock, with a par value of $0.001 per share (the “Preferred Class”), comprising three million (3,000,000) shares and provides that the Board of Directors of the Company may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class;

WHEREAS, as of the date of this Certificate of Designation, no shares of the Preferred Class have been issued;

WHEREAS, the Board of Directors believes it in the best interests of the Company to create a series of preferred stock consisting of 70,000 shares and designated as the “Series A Convertible Preferred Stock” having certain rights, preferences, privileges, restrictions and other matters relating to the Series A Convertible Preferred Stock.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating do the Series A Convertible Preferred Stock as follows:

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

1.1 “Board” shall mean the Board of Directors of the Company.

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1.2 “Company” shall mean DS Holdings, Inc., a Delaware corporation.

1.3 “Common Stock” shall mean the Common Stock, $0,001 par value per share, of the Company.

1.4 “Common Stock Dividend” shall mean a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

1.5 “Distribution” shall mean the transfer of cash or property by the Company to one or more of its stockholders without consideration, whether by dividend or otherwise (except a dividend in shares of Company’s stock).

1.6 “Original Issue Date” shall mean the date on which the first share of Series A Convertible Preferred Stock is issued by the Company.

1.7 “Original Issue Price” shall mean $5.00 per share for the Series A Convertible Preferred Stock.

1.8 “Series A Convertible Preferred Stock” shall mean the Series A Convertible Preferred Stock, $0.001 par value per share, of the Company.

1.9 “Subsidiary” shall mean any corporation or limited liability company of which at least fifty percent (50%) of the outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Company or by one or more of such subsidiary corporations:

2. Dividend Rights.

2.1 Cash Dividends. In each calendar quarter, the holders of the then outstanding Series A Convertible Preferred Stock shall be entitled to receive, not later than thirty (30) days following the end of the previous applicable quarter, out of any funds and assets of the Company legally available therefor, noncumulative dividends in an amount equal to ten percent (10%) per annum. No dividends (other than a Common Stock Dividend) shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of the Series A Convertible Preferred Stock simultaneously. No cash dividend shall accrue or be payable to the holders of Series A Convertible Preferred Stock during the first two (2) full quarters following the Original Issue Date.

2.2 Participation Rights. The holders of shares of Series A Convertible Preferred Stock shall be entitled to receive, not later than ninety (90) days following the end of the Company’s fiscal year end, out of any funds at the time legally available therefor, dividends equal to (i) the number of shares of Series A Convertible Preferred Stock then issued and outstanding divided by 70,000, multiplied by (ii) ten percent (10%) of the Company’s net income after interest but before taxes (“Net Income”), as determined by Generally Accepted Accounting Principles (GAAP) (the “Profits Dividend”), with a maximum annual Profits Dividend of $0.50 per share of Series A Convertible Preferred Stock.

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3. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company; whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available funds and Assets”) shall be distributed to shareholders in the following manner:

3.1 Series A Convertible Preferred Stock. The holders of each share of Series A Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, arid prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series A Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Series A Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series A Convertible Preferred Stock held by each holder thereof.

3.2 Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series A Convertible Preferred Stock of their full preferential amounts described above in this Section 3, then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Preferred Stock pro rata according to the number and preferences of the shares of Common Stock and Preferred Stock (as converted to Common Stock) held by such holders.

3.3 Merger or Sale of Assets. A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3, and the Series A Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained in the General Corporation Law of the State of Delaware and (iii) the rights contained in other Sections hereof.

3.4 Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution or winding up of the Company shall be valued as follows:

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(a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

(i) if the securities are then traded on a national securities exchange or the Nasdaq National Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; and,

(ii) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the distribution; and

(iii) if there is no active public market, then the value shall be the fair market value thereof, as determined mutually in good faith by (i) the Board of Directors of the Company and (ii) the holders of the Series A Convertible Preferred Stock acting as a group. In the event the Company and the holders cannot mutually agree upon a value, then the value shall be determined by a mutually acceptable third party licensed business valuation expert paid for equally by both parties.

(b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof.

4. Conversion Rights.

(a) Conversion of Preferred Stock. Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof at any time after the Redemption Period, into that number of fully paid and nonassessable shares of Common Stock of the corporation described in section 4(b) below. Each share of Series A Convertible Preferred Stock shall automatically be converted into that number of fully paid and nonassessable shares of Common Stock of the corporation described in section 4(b) below immediately upon the receipt by the Company of confirmation from a recognized national exchange (including the over the counter bulletin board) that the Company’s Common Stock has been assigned a trading symbol and is cleared for public trading.

(b) Determination of Number of Shares of Common Stock Upon Conversion. The number of shares of Common Stock into which each share of Series A Convertible Preferred Stock may be converted shall be determined by dividing the Original Issue Price by the Conversion Price (determined as hereinafter provided) in effect at the time of conversion.

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(c) Determination of Initial Conversion Price. The conversion price per share (the “Conversion Price”) at which shares of Common Stock shall initially be issuable upon conversion of the Series A Convertible Preferred Stock shall be, subject to adjustment as set forth in section 5 hereof, twenty percent (20%) of the fair market value of each share of the Company’s fully-diluted Common Stock, determined in accordance with Section 3.4(a) and (b) hereof, Notwithstanding the foregoing, in no event shall the holders be entitled to receive common stock which entitles them to more than forty percent (40%) of the fully-diluted shares of Common Stock issued and outstanding after giving effect to the shares of Common Stock issued as part of this conversion, and holder’s rights to any shares not issued as a result of this limitation shall be permanently waived.

(Example 1. If the Company’s valuation is determined to be $15,000,000, and there are 3,000,000 shares of common stock outstanding, the per-share value of the Company is $5.00 ($15,000,000 divided by 3,000,000 equals $5.00). Twenty percent of the per-share value is $1.00, which is the Conversion Price. The Original Issue Price is $5.00, divided by the Conversion Price of $1.00 results in the issuance of 5 shares of common stock for every share of Series A Convertible Preferred Stock converted. If the holder converts all 70,000 shares of Series A Convertible Preferred Stock, he or she will receive 350,000 shares of common stock, which, when valued at $5.00 per share, equals $1,750,000 worth of common stock).

(Example 2. It the Company’s valuation is determined to be $2,000,000, and there are 3,000,000 shares of common stock outstanding, the per-share value of the Company is $0.667 ($2,000,000 divided by 3,000,000 equals $0.667), Twenty percent of the per-share value is $0,133, which is the Conversion Price, The Original Issue Price is $5.00, divided by the Conversion Price of $0.133 results in the issuance of 37.59 shares of common stock for every share of Series A Convertible Preferred Stock converted. If the holder converts all 70,000 shares of Series A Convertible Preferred Stock, he or she would be entitled to receive approximately 2,631,580 shares of carnelian stock. However, because the issuance of 2,631,580 shares would result in the holder owning more than 40% of the outstanding common stock of the Company, the holder would only be entitled to 2,000,000 shares of common stock, and would be deemed to have waived his interest in the other 631,580 shares.)

(d) Procedures for Exercise of Conversion Rights. The holders of any shares of Series A Convertible Preferred Stock may exercise their conversion rights as to all such shares or any part thereof by delivering to the corporation during regular business hours, at the office of any transfer agent of the corporation for the Series A Convertible Preferred Stock, or at the principal office of the corporation or at such other place as may be designated by the corporation, the certificate or certificates for the shares to be converted, duly endorsed for transfer to the corporation (if required by the corporation), accompanied by written notice stating that the holder elects to convert such shares (except that no such written notice of election to the corporation shall be necessary in the event of an automatic conversion pursuant to section 4(a)). Conversion shall be deemed to have been effected on the date when such delivery is made (except that in the event of an automatic conversion pursuant to section 4(a) above, such conversion shall be deemed to have been made immediately prior to the date that the Company’s Common Stock is cleared for public trading), and such date is referred to herein as the “Conversion Date.^- As promptly as practicable after the Conversion Date, the corporation shall

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issue and deliver to or upon the written order of such holder, at such office or other place designated by the corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in section 4(e) below. The holder shall be deemed to have become a shareholder of record on the Conversion Date, and the applicable Conversion Price shall be the Conversion Price in effect on the Conversion Date. Upon conversion of only a portion of the number of shares of Series A Convertible Preferred Stock represented by a certificate surrendered for conversion, the corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the corporation, a new certificate covering the number of shares of Series A Convertible Preferred Stock representing the unconverted portion of the certificate so surrendered.

(e) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Convertible Preferred Stock. If more than one share of Series A Convertible Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A Convertible Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Convertible Preferred Stock, the corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the corporation’s Board of Directors.

(f) Payment of Taxes for Conversions. The corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series A Convertible Preferred Stock. The corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series A Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the corporation the amount of any such tax, or has established, to the satisfaction of the corporation, that such tax has been paid.

(g) Reservation of Common Stock. The corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.

(h) Registration or Listing of Shares of Common Stock. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series A Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

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(i) Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the shares of Series A. Convertible Preferred Stock will upon issuance by the corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

(j) Status of Converted Preferred Stock. In case any shares of Series A Convertible Preferred Stock shall be converted pursuant to this section 4, the shares so converted shall be canceled and shall not be issuable by the corporation.

5. Adjustment of Conversion Price.

(a) General Provisions. In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the corporation (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the corporation with or into another person (other than a consolidation or merger in which the corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all the properties and assets of the corporation as an entirety to any other person, the shares of Series A Convertible Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the corporation or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its shares of Series A Convertible Preferred Stock into Common Stock. The provisions of this section 5(a) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.

(b) No Impairment. The corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out of all the provisions of this section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series A Convertible Preferred Stock against impairment. This provision shall not restrict the corporation from amending its Articles of Incorporation in accordance with the General Corporation Law of the State of Delaware and the terms hereof.

6. Redemption. The Series A Convertible Preferred Stock shall be redeemable on the following terms:

(a) At any time after the date which is five (5) years from the Original Issue Date, the holders of the Series A Convertible Preferred Stock may redeem any or all of their shares for a value equal to the Original Issue Price, plus any accrued but unpaid dividends or participation rights as set forth in Section 2.

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(b) To redeem their shares, the holders shall follow substantially the provisions of Section 4(d). Upon receiving a notice of redemption, the Company shall have thirty (30) days to deliver the redemption price to the holder.

7. Call Provisions. The Series A Convertible Preferred Stock may be called by the Company on the following terms:

(a) At any time after the Original Issue Date, up to an including the date which is five (5) years from the Original Issuance Date, the Company may call any or all of the Series A Convertible Preferred Stock by providing ten (10) days written notice to the holders whose shares shall be called. The price to be paid by the Company shall be equal to one hundred fifteen percent (115%) of the Original Issue Price. Any accrued but unpaid dividends or participation rights as set forth in Section 2 must also be paid by the Company at the seine time as the call price.

8. Events of Default. In the event of the following events of default, holders shall be entitled to the additional compensation as set forth below:

(a) If the Company fails to pay any cash dividend or participation right within the time frame set forth in Section 2, after being given written notice of default by the holders and a minimum thirty (30) day period (in addition to the applicable time frame in Section 2) to remedy the default after the receipt of a notice of default, then upon Redemption of the shares by the holder in accordance with Section 6, the redemption price shall be calculated by increasing the Original Issue Price by two and one-half percent (2.5%), non cumulative, for each default, up to a maximum of four (4) separate increases totaling a maximum of ten percent (10%).

(b) If the Company fails to pay any cash dividend or participation right within one hundred eighty (180) days of the due date as set forth in Section 2, after being given written notice of default by the holders and a minimum thirty (30) day period (in addition to the applicable time frame in Section 2), in addition to the remedy set forth in Section 8(a) hereof, the Company shall (a) grant to the holders warrants to acquire that number of shares of Common Stock equal to ten percent (10%) of the fully-diluted shares after giving effect to the issuance of shares of Common Stock pursuant to the exercise of the warrants. The warrants shall have an exercise price equal to $0.01 per share, shall be exercisable for a period of the lesser of (i) seventy two (72) months following the Original Issue Date or (ii) twelve (12) months following the redemption of the Series A Convertible Stock by the Company, and shall contain piggyback registration rights; and (b) grant to the holders the right to elect four out of seven members of the Company’s Board of Directors, to serve until the redemption or call of the Series A Convertible Preferred Stock as set forth in Sections 6 or 7, or until the Company has made all dividend and participation rights payments as set forth in Section 2 for two (2) consecutive quarters.

9. Registration Rights. If the Company at any time proposes to register any of its securities under the Securities Act of 1933, including under an SB-2 Registration Statement or

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otherwise, it will each such time give written notice to all holders of its intention so to do. Upon the written request of a holder or holders of any such shares given within 30 days after receipt of any such notice, the Company will use its best efforts to cause the shares underlying the Conversion or the Series A Convertible Preferred Stock, to be registered with the securities which the Company at the time propose to register, all to the extent requisite to permit the sale or other disposition by the prospective Sellers of the Shares so registered; provided, however, that the Company may, as a condition precedent to its effective such registration, require each prospective seller to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such seller will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company’s offering would be materially adversely affected in the absence of such an agreement. An expenses incurred by the Company in complying with this section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, sellers shall pay all underwriting discounts or commissions with respect to shares sold by the sellers.

10. Notices. Any notices required by the provisions of this Certificate of Designation to be given to the holders of shares of Series A Convertible Redeemable Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at its address appearing on the books of the Corporation.

11. Voting Provisions. The shares of Series A Convertible Preferred Stock shall not have any voting rights.

IN WITNESS WHEREOF, the Company has caused this Certificate of Designation of Series A Convertible Preferred Stock to be duly executed by its President and attested to by its Secretary and has caused its corporate seal to be affixed hereto this 19th day of June, 2001.

By:	/s/ Daniel Guinn
	Daniel B. Guinn, President
By:	/s/ Adrian Hex
	Adrian Hex, Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/27/2001

010310537 – 3403537

CERTIFICATE OF DESIGNATION

OF THE RIGHTS, PREFERENCES, PRIVILEGES

AND RESTRICTIONS, WHICH HAVE NOT BEEN SET

FORTH IN THE CERTIFICATE OF INCORPORATION

OR IN ANY AMENDMENT THERETO,

OF THE

SERIES B CONVERTIBLE PREFERRED STOCK

OF

DS HOLDINGS, INC.

(Pursuant to Section 151 of the General Corporation

Law of Delaware)

The undersigned, Daniel B. Guinn, does hereby certify that:

A. He is the duly elected and acting President of DS Holdings, Inc., a Delaware corporation (the “Company”).

B. Pursuant to the Unanimous Written Consent of the Board of Directors of the Company dated June 19, 2001, the Board of Directors duly adopted the following resolutions:

WHEREAS, the Certificate of Incorporation of the Company authorizes a class of stock designated as Preferred Stock, with a par value of $0.001 per share (the “Preferred Class”), comprising three million (3,000,000) shares and provides that the Board of Directors of the Company may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class;

WHEREAS, as of the date of this Certificate of Designation, the Company has authorized and issued a total of 70,000 shares of stock from the Preferred Class, all of which are designated as Series A Convertible Preferred Stock;

WHEREAS, the Board of Directors believes it in the best interests of the Company to create a series of preferred stock consisting of 47,000 shares and designated as the “Series B Convertible Preferred Stock” having certain rights, preferences, privileges, restrictions and other matters relating to the Series B Convertible Preferred Stock.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating do the Series B Convertible Preferred Stock as follows:

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

1.1 “Board” shall mean the Board of Directors of the Company.

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1.2 “Company” shall mean DS Holdings, Inc., a Delaware corporation.

1.3 “Common Stock” shall mean the Common Stock, $0.001 par value per share, of the Company.

1.4 “Common Stock Dividend” shall mean a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

1.5 “Distribution” shall mean the transfer of cash or property by the Company to one or more of its stockholders without consideration, whether by dividend or otherwise (except a dividend in shares of Company’s stock).

1.6 “Original Issue Date” shall mean the date on which the first share of Series B Convertible Preferred Stock is issued by the Company.

1.7 “Original Issue Price” shall mean $5.00 per share for the Series B Convertible Preferred Stock.

1.8 “Series B Convertible Preferred Stock” shall mean the Series B Convertible Preferred Stock, $0.001 par value per share, of the Company.

1.9 “Subsidiary” shall mean any corporation or limited liability company of which at least fifty percent (50%) of the outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Company or by one or more of such subsidiary corporations:

2. Dividend Rights.

2.1 In each calendar year, the holders of the then outstanding Series B Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company Legally available therefor, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend); provided however, no dividend shall be declared or paid when there is outstanding indebtedness of the Company or any accrued interest remains outstanding on such indebtedness unless the holder of such debt waives this condition. No dividends (other than a Common Stock Dividend) shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of the Series B Convertible Preferred Stock simultaneously. Dividends on the Series B Convertible Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series B Convertible Preferred Stock by reason of the fact that the Company shall fail to declare or pay dividends on the Series B Convertible Preferred Stock, except for such rights or interest that may arise as a result of the Company paying a dividend or making a Distribution on the Common Stock in violation of the terms of this Section 2.

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2.2 Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series B Convertible Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Series B Preferred Stock is to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series B Convertible Preferred Stock at the time of such dividend in accordance with Section 4 hereof.

2.3 Non-Cash Dividends. Whenever a dividend or Distribution provided for in this Section 2 shall be payable in property other than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

3. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company; whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available Funds and Assets”) shall be distributed to shareholders in the following manner:

3.1 Series B Convertible Preferred Stock. The holders of each share of Series B Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock (the Company currently has outstanding a Series A Convertible Preferred Stock with liquidation rights that come before the Series B Convertible Preferred Stock), an amount per share equal to the Original Issue Price of the Series B Convertible Preferred Stock plus all declared but unpaid dividends on the Series B Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series B Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Series B Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series B Convertible Preferred Stock held by each holder thereof.

3.2 Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series B Convertible Preferred Stock of their full preferential amounts described above in this Section 3, then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Preferred Stock pro rata according to the number and preferences of the shares of Common Stock and Preferred Stock (as converted to Common Stock) held by such holders.

3.3 Merger or Sale of Assets. A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3, and the Series B Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained in the General Corporation Law of the State of Delaware and (iii) the rights contained in other Sections hereof.

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3.4 Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution or winding up of the Company shall be valued as follows:

(a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

(i) if the securities are then traded on a national securities exchange or the Nasdaq National Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; and,

(i) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the distribution; and

(ii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

(b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof, as determined in good faith by the Board.

4. Conversion Rights.

(a) Conversion of Preferred Stock. Each share of Series B Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such share into that number of fully paid and nonassessable shares of Common Stock of the corporation described equal to one one-hundred-thousandth (1/100,000) of the outstanding shares of Common Stock of the Company then outstanding, after giving consideration to the shares issued as a result of the conversion and any other shares issued simultaneously or within sixty (60) days (looking forward and backward) of the date of conversion. Each share of Series B Convertible Preferred Stock shall automatically be converted into that number of fully paid and nonassessable shares of Common Stock of the corporation described herein immediately upon the receipt by the Company of confirmation from a recognized national exchange (including the over the counter bulletin board) that the Company’s Common Stock has been assigned a trading symbol and is cleared for public trading.

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(b) Procedures for Exercise of Conversion Rights. The holders of any shares of Series B Convertible Preferred Stock may exercise their conversion rights as to all such shares or any part thereof by delivering to the corporation during regular business hours, at the office of any transfer agent of the corporation for the Series B Convertible Preferred Stock, or at the principal office of the corporation or at such other place as may be designated by the corporation, the certificate or certificates for the shares to be converted, duly endorsed for transfer to the corporation (if required by the corporation), accompanied by written notice stating that the holder elects to convert such shares (except that no such written notice of election to the corporation shall be necessary in the event of an automatic conversion pursuant to section 4(a)). Conversion shall be deemed to have been effected on the date when such delivery is made (except that in the event of an automatic conversion pursuant to section 4(a) above, such conversion shall be deemed to have been made immediately prior to the date that the Company’s Common Stock is cleared for public trading), and such date is referred to herein as the “Conversion Date.” As promptly as practicable after the Conversion Date, the corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in section 4(c) below. The holder shall be deemed to have become a shareholder of record on the Conversion Date. Upon conversion of only a portion of the number of shares of Series B Convertible Preferred Stock represented by a certificate surrendered for conversion, the corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the corporation, a new certificate covering the number of shares of Series B Convertible Preferred Stock representing the unconverted portion of the certificate so surrendered.

(c) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Convertible Preferred Stock. If more than one share of Series B Convertible Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Convertible Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series B. Convertible Preferred Stock, the corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the corporation’s Board of Directors.

(d) Payment of Taxes for Conversions. The corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series B Convertible Preferred Stock. The corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a. name other than that in which the shares of Series B Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the corporation the amount of any such tax, or has established, to the satisfaction of the corporation, that such tax has been paid.

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(e) Reservation of Common Stock. The corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series B Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.

(f) Registration or Listing of Shares of Common Stock. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series B Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

(g) Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the shares of Series B Convertible Preferred Stock will upon issuance by the corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

(h) Status of Converted Preferred Stock. In case any shares of Series B Convertible Preferred Stock shall be converted pursuant to this section 4, the shares so converted shall be canceled and shall not be issuable by the corporation.

5. Adjustment of Conversion Price.

(a) General Provisions. In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the corporation (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the corporation with or into another person (other than a consolidation or merger in which the corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all the properties and assets of the corporation as an entirety to any other person, the shares of Series B Convertible Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the corporation or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its shares of Series B Convertible Preferred Stock into Common Stock. The provisions of this section 5(a) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.

(b) No Impairment. The corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the

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observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out of all the provisions of this section 5 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series B Convertible Preferred Stock against impairment. This provision shall not restrict the corporation from amending its Articles of Incorporation in accordance with the General Corporation Law of the State of Delaware and the terms hereof.

6. Redemption. The Series B Convertible Preferred Stock shall not be redeemable.

7. Registration Rights. If the Company at any time proposes to register any of its securities under the Securities Act of 1933, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of its intention so to do. Upon the written request of a holder or holders of any such shares given within 30 days after receipt of any such notice, the Company will use its best efforts to cause the shares underlying the Conversion of the Series B Convertible Preferred Stock, to be registered with the securities which the Company at the time propose to register, all to the extent requisite to permit the sale or other disposition by the prospective Sellers of the Shares so registered; provided, however, that the Company may, as a condition precedent to its effective such registration, require each prospective seller to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such seller will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company’s offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, sellers shall pay all underwriting discounts or commissions with respect to shares sold by the sellers.

8. Notices. Any notices required by the provisions of this Certificate of Designation to be given to the holders of shares of Series B Convertible Redeemable Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at its address appearing on the books of the Corporation.

9. Voting Provisions. Each share of Series B Convertible Preferred Stock shall be entitled to the number of votes to which the holders thereof would be entitled if they converted their shares of Series B Convertible Preferred Stock at the time of voting in accordance with Section 4 hereof.

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IN WITNESS WHEREOF, the Company has caused this Certificate of Designation of Series B Convertible Preferred Stock to be duly executed by its President and attested to by its Secretary and has caused its corporate seal to be affixed hereto this 19th day of June, 2001.

By:	/s/ Daniel Guinn
	Daniel B. Guinn, President
By:	/s/ Adrian Hex
	Adrian Hex, Secretary

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State of Delaware

Secretary of State

Division of Corporations

Delivered 06:15 PM 05/19/2006

FILED 06:15 PM 05/19/2006

SRV 060481718 - 3403537

STATE OF DELAWARE

CERTIFICATE

FOR RENEWAL AND REVIVAL OF CHARTER

DS HOLDINGS, INC., a corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1. The name of the corporation is DS HOLDINGS, INC.

2. Its registered office in the State of Delaware is located at 3500 South Dupont Highway, City of Dover, Zip Code 19901, County of Kent. The name of its registered agent at that address is Paracorp Incorporated.

3. The date of filing of the original Certificate of Incorporation was June 18, 2001.

4. The date when restoration, renewal, and revival of the charter of this company is to commence is the 28th day of February 2006, same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.

5. This corporation was duly organized and carried on the business authorized by its charter until the 1st day of March A.D. 2006, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration of charters, the undersigned has hereunto set their hand to this certificate the 17th day of May 2006.

By:	/s/ Richard Wolpow
Name:	Richard Wolpow
Title:	President

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:43 AM 09/08/2006

FILED 08:30 AM 09/08/2006

SRV 0604316433 - 403537 FILE

DS HOLDINGS, INC.

CERTIFICATE OF DESIGNATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

DS HOLDINGS, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

That pursuant to authority vested in the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation, the Board of Directors of the Corporation, at a meeting duly called and held on September 8, 2006, adopted a resolution providing for the creation of a series of the Corporation’s Preferred Stock, $.001 par value, which series is designated as “Series C Convertible Preferred Stock,” which resolution is as follows:

RESOLVED, that pursuant to authority vested in the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors does hereby provide for the creation of a series of Preferred Stock, $.001 par value (hereinafter called the “Series C Convertible Preferred Stock”), of the Corporation, and to the extent that the voting powers and the designations, preferences and relative, participating, optional or other special rights thereof and the qualifications, limitations or restrictions of such rights have not been set forth in the Certificate of incorporation of the Corporation, does hereby fix the same as follows:

SERIES C CONVERTIBLE PREFERRED STOCK

Section 1. Definitions. As used herein, the following terms shall have the following meanings:

“Board of Directors” or “Board” means the Board of Directors of the Corporation.

“Board Resolution” means a copy of a resolution certified by the Secretary of the Corporation to have been duly adopted by the Board of Directors, or duly authorized committee thereof (to the extent permitted by applicable law), and to be in full force and effect on the date of such certification, and delivered to the Holders.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

“Common Stock” includes the Common Stock, $.001 par value, of the Corporation as authorized on the date hereof.

“Conversion Date” means the date on which a notice of conversion is given by a Holder, whether by mail, courier, personal service, telephone line facsimile transmission or other means, as provided in Section 9(a).

“Conversion Price” means $2.04; provided, however, that the Conversion Price shall be subject to adjustment as provided in Section 6(d).

“Holder” means at any time with respect to any share of Series C Convertible Preferred Stock the Person shown as the bolder of record of such share of Series C Convertible Preferred Stock on the records of the Corporation4 relating to the Series C Convertible Preferred Stock which records are maintained in accordance with applicable law.

“Issuance Date” means the first date of original issuance of any shares of Series C Convertible Preferred Stock.

“Junior Dividend Stock” means, collectively, the Common Stock and any other class or series of capital stock of the Corporation ranking junior as to dividends to the Series C Convertible Preferred Stock.

“Junior Liquidation Stock” means the Common Stock or any other class or series of the Corporation’s capital stock ranking junior as to liquidation rights to the Series C Convertible Preferred Stock.

“Liquidation Preference” means, for each share of Series C Convertible Preferred Stock, $1,000.00.

“Majority Holders” means at any time the holders of shares of Series C Convertible Preferred Stock which shares constitute a majority of the outstanding shares of Series C Convertible Preferred Stock.

“Mandatory Conversion Date” shall mean September 8, 2010.

“1933 Act” means the Securities Act of 1933, as amended.

“Parity Dividend Stock” means any class or series of the Corporation’s capital stock ranking, as to dividends, on a parity with the Series C Convertible Preferred Stock.

“Parity Liquidation Stock” means any class or series of the Corporation’s capital stock having parity as to liquidation rights with the Series C Convertible Preferred Stock.

“Person” means any natural person, partnership, corporation, limited liability company, trust, incorporated organization, unincorporated association, joint stock company or association or similar entity or any government, governmental agency or political subdivision.

“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is

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exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Securities Purchase Agreement” means the Securities Purchase Agreement by and between the Corporation, the original holders of shares of Series C Convertible Preferred Stock and certain other persons pursuant to which the shares of Series C Convertible Preferred Stock were issued.

“Senior Dividend Stock” means any class or series of capital stock of the Corporation ranking senior as to dividends to the Series C Convertible Preferred Stock.

“Senior Liquidation Stock” means any Glass or series of capital stock of the Corporation ranking senior as to liquidation rights to the Series C Convertible Preferred Stock.

“Series C Convertible Preferred Stock” means the Series C Convertible Preferred Stock, $.001 par value, of the Corporation.

“Series D Senior Preferred Stock” means the Series D Senior Preferred Stock, $.001 par value of the Company.

“Subsidiary” means any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Corporation.

Section 2. Designation and Amount. The shares of such series shall be designated as “Series C Convertible Preferred Stock”, and the number of shares constituting the Series C Convertible Preferred Stock shall be 4,000, and shall not be subject to increase except with the consent of the Majority Holders. The Corporation shall not issue any shares of Series C Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement. Any shares of Series C Convertible Preferred Stock which are converted in accordance with Section 6 shall be restored to the status of authorized, unissued and undesignated shares of the Corporation’s class of Preferred Stock and shall not be subject to issuance, and may not thereafter be outstanding, as shares of Series C Convertible Preferred Stock.

Section 3. Rank. Subject to Section 5(b), all Series C Convertible Preferred Stock shall rank (1) junior to the Series D Senior Preferred Stock, now or hereafter issued, as to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, (ii) senior to the Common Stock, now or hereafter issued, as to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary and (iii) senior to any additional class of preferred stock (or series of preferred stock of such class) which the Board of Directors or the stockholders may from time to time authorize.

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Section 4. Dividends and Distributions. Except as provided in Section 6, the Holders of shares of Series C Convertible Preferred Stock shall not be entitled to receive payment of dividends on shares thereof regardless of whether the Corporation shall declare, set aside or pay any dividends or other distributions on its Common Stock or any other class or series of preferred stock which the Board of Directors or the stockholders may from time to time authorize. Notwithstanding the foregoing, in the event that cash dividends are paid on the Common Stock of the Corporation, then the holders of Series C Convertible Preferred Stock shall be entitled to dividends with respect to the shares of Common Stock underlying the Series C Convertible Preferred Stock in an amount equal to the number of such shares multiplied by the cash dividend paid per share by the Corporation.

Section 5. Voting Rights. The holders of Series C Convertible Preferred Stock shall be entitled to that number of votes equivalent to the number of shares of Common Stock into which each share of Series C Convertible Preferred Stock is then convertible, as determined in accordance with Section 6(a). The holders of shares of Series C Convertible Preferred Stock shall have the following voting rights:

(a) General Voting Rights. The holders of shares of Series C Convertible Preferred Stock shall have general voting rights and shall vote together as one class with the holders of the Common Stock of the Corporation on all matters submitted to a vote of stockholders of the Corporation.

(b) Certificate of Incorporation; Certain Stock. The affirmative vote or consent of the Majority Holders, voting separately as a class, will be required for (1) any amendment, alteration, or repeal, whether by merger or consolidation or otherwise, of the Corporation’s Certificate of Incorporation, or the Certificate of Designation relating to the Series C Preferred Stock, if the amendment, alteration, or repeal materially and adversely affects the powers, preferences, or special rights of the Series C Convertible Preferred Stock or (2) the creation and issuance of any Senior Dividend Stock, Senior Liquidation Stock, Parity Dividend Stock or Parity Liquidation Stock.

Section 6. Conversion.

(a) Conversion at Option of Holder. The holders of the Series C Convertible Preferred Stock may at any time on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series C Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein provided. Each share of Series C Convertible Preferred Stock may be converted at the office of the Corporation or at such other additional office or offices, if any, as the Board of Directors may designate, into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the whole share) determined by dividing the Liquidation Preference by the Conversion Price on such Conversion Date.

(b) Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest. (1) (1) In order to exercise the conversion privilege with respect to the Series C Convertible Preferred Stock, a Holder shall give written notice to the Corporation. Such notice shall set forth the total number of shares of Series C Preferred Stock the Holder desires to convert.

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(2) As promptly as practicable, but in no event later than ten (10) Business Days after such notice is given, the Corporation shall issue and shall deliver to the Holder giving such notice or such Holder’s designee the number of full shares of Common Stock issuable upon such conversion of shares of Series C Convertible Preferred Stock in accordance with the provisions of this Section 6 and deliver a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 6(b)(6).

(3) Each conversion of shares of Series C Convertible Preferred Stock shall be deemed to have been effected on the applicable Conversion Date, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on such Conversion Date the holder of record of the shares represented thereby; provided, however, that if a Conversion Date is a date on which the stock transfer books of the Corporation shall be closed such conversion shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open.

(4) The Corporation shall notify a Holder of any claim by the Corporation of manifest error in a conversion notice within five (5) Business Days after such Holder gives such conversion notice and no such claim of error shall limit or delay performance of the Corporation’s obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A conversion notice shall be deemed for all purposes to be in proper form unless the Corporation notifies the Holder who gives a conversion notice by telephone line facsimile transmission within five (5) Business Days after such conversion notice has been given (which notice from the Corporation shall specify all defects in the conversion notice) and any conversion notice containing any such defect shall nonetheless he effective on the date given if such Holder promptly undertakes to correct all such defects. The Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of shares of Series C Convertible Preferred Stock in a name other than that of such Holder, and the Corporation shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The converting Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of shares of Series C Convertible Preferred Stock.

(5) (A) If a Holder shall have given a notice of conversion in accordance with the terms of this Certificate of Designations, the Corporation’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of any action or inaction by such Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Corporation to any Fielder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by any Holder or any other person of any obligation to the Corporation or any

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violation or alleged violation of law by any Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with such conversion; provided, however, that nothing herein shall limit or prejudice the right of the Corporation to pursue any such claim in any other manner permitted by applicable law.

(B) If the Corporation fails to issue and deliver the shares of Common Stock to a converting Holder in connection with a particular conversion of shares of Series C Convertible Preferred Stock within ten (10) Business Days after such Holder gives the conversion notice for such conversion, in addition to any other liabilities the Corporation may have hereunder and under applicable law (i) the Corporation shall pay or reimburse such Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by the Holder as a result of such failure, (ii) if as a result of such failure such Holder shall suffer any direct damages or liabilities from such failure, then the Corporation shall upon demand of such Holder pay to the Holder an amount equal to the actual direct, out-of-pocket damages and liabilities suffered by such Holder by reason thereof which such Holder documents to the reasonable satisfaction of the Corporation, and (iii) the Holder may by written notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing), given at any time prior to delivery to such Holder of the shares of Common Stock issuable in connection with such exercise of the Holder’s conversion right, rescind such exercise and the conversion notice relating thereto, in which case such Holder shall thereafter be entitled to convert, in accordance with this Section 6 that portion of such shares of Series C Convertible Preferred Stock as to which such exercise is so rescinded.

(6) No fractional shares of Common Stock shall be issued upon conversion of any shares of Series C Convertible Preferred Stock but, in lieu of any fraction of a share of Common Stock which would otherwise be issuable in respect of such conversion, the Corporation shall pay lawful money of the United States of America for such fractional share, based on a value of one share of Common Stock being equal to the Conversion Price.

(c) Mandatory Conversion. On the Mandatory Conversion Date, all outstanding shares of the Series C Convertible Preferred Stock shall be automatically converted in accordance with the provisions of Section 6(a), with any resulting fractional shares of Common Stock to be settled in accordance with Section 6(b)(6).

From and after the Mandatory Conversion Date, all rights of the Holders of Series C Convertible Preferred Stock shall cease (except the right to receive the Common Stock issuable upon conversion, and such shares of Series C Convertible Preferred Stock shall no longer be deemed to be outstanding.

(d) Adjustment of Conversion Price. The Conversion Price shall be adjusted from time to time by the Corporation as follows:

(1) In case the Corporation shall on or after the Issuance Date pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Price in effect at the opening of business on the date following the date

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fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination (excluding any dividend or distribution shares) and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following such Record Date. If any dividend or distribution of the type described in this Section 6(d)(1) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(2) In case the Corporation shall on or after the Issuance Date issue rights or warrants (other than any rights or warrants referred to in Section 6(d)(4)) to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the date fixed for the determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price on the Record Date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the applicable Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Conversion Price, and the denominator shall be the number of shares of Common Stock outstanding on the close of business on such Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase. Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered, In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Record Date had not been fixed. In determining whether any rights or warrants entitle the holder to subscribe for or purchase shares of Common Stock at less than such Conversion Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(3) In case the outstanding shares of Common Stock shall on or after the Issuance Date be subdivided into a greater number of shares of Common Stock, the Conversion Price shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately.

(4) In case the Corporation shall on or after the Issuance Date, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of

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the Corporation (other than any dividends or distributions to which Section 6(d)(1) applies) or evidences of its indebtedness, cash or other assets (including securities, but excluding any rights or warrants referred to in Section 6(d)(2) and excluding any capital stock, evidences of indebtedness, cash or assets distributed upon a merger or consolidation to which Section 6(e) applies) (the foregoing hereinafter in this Section 6(d)(4) called the “Securities”)), then, in each such case, the Conversion Price shall be reduced by an amount equal to the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the Securities so distributed applicable to one share of Common Stock, such reduction to become effective immediately prior to the opening of business on the day following such Record Date; provided, however, that in the event the then fair market value (as so determined) of the portion of the Securities so distributed applicable to one share of Common Stock is equal to or greater than the Conversion Price, in lieu of the foregoing adjustment, adequate provision shall be made so that the Holder shall have the right to receive upon conversion of shares of Series C Convertible Preferred Stock the amount of Securities such Holder would have received had such Holder converted such Holder’s shares of Series C Convertible Preferred Stock immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(5) The Corporation may make such reductions in the Conversion Price, in addition to those required by Sections 6(d)(l), (2), (3), or (4) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

(6) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 6(d)(6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made by the Corporation and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for a change in the par value of the Common Stock or from par value to no par value or from no par value to par value.

(7) Whenever the Conversion Price is adjusted as herein provided, the Corporation shall promptly, but in no event later than five days thereafter, give notice to the Holders setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(8) In any case in which this Section 6(d) provides that an adjustment shall become effective immediately after a Record Date for an event, the Corporation may defer until the occurrence of such event (i) issuing to the Holders in connection with any conversion of shares of Series C Convertible Preferred Stock after such Record Date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment.

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(9) For purposes of this Section 6(d), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation other than dividends or distributions payable only in shares of Common Stock.

(e) Effect of Reclassification, Consolidation, Merger or Sale. (1) If any of the following events occur, namely (A) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (B) any consolidation, merger or combination of the Corporation with another corporation or other entity as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (C) any sale or conveyance of the properties and assets of the Corporation as, or substantially as, an entirety to any other corporation or other entity as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Corporation or the successor or purchasing corporation or other entity, as the case may be, shall prior to such transaction:

(i) amend its certificate of incorporation or comparable instrument to provide that the shares of Series C Convertible Preferred Stock shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon conversion of shares of Series C Convertible Preferred Stock immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 6(e) the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares); and

(ii) in the case of any such successor or purchasing Person, such Person shall execute with each Holder a written agreement providing that upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Corporation for the performance of all of the Corporation’s obligations under this Certificate of Designations.

Such amendment shall provide for, among other things, adjustments in the conversion rights of the Holders which shall be as nearly equivalent as may be practicable to the adjustments

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provided for in this Section 6. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation or other entity other than the successor or purchasing corporation or other entity, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such other corporation or other entity shall also so amend its certificate of incorporation or comparable instrument and enter into such written agreement with each Holder. The certificate(s) of incorporation or comparable instruments so amended and such written agreement(s) of each such corporation or other entity shall also contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

(2) The provisions of this Section 6(e) shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

(3) If this Section 6(e) applies to any event or occurrence, Section 6(d) shall not apply.

(f) Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock.

(1) The Corporation shall reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury, solely for issuance upon conversion of the Series C Convertible Preferred Stock, sufficient shares to provide for the conversion of the Series C Convertible Preferred Stock from time to time as shares of Series C Convertible Preferred Stock are converted.

(2) Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock, the Corporation shall take all corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue shares of such Common Stock at such adjusted Conversion Price.

(3) The Corporation covenants that all shares of Common Stock issued upon conversion of the Series C Convertible Preferred Stock will be fully paid and non-assessable by the Corporation and free from all taxes, liens and charges with respect to the issue thereof.

(4) The Corporation covenants that if any shares of Common Stock to be provided for the purpose of conversion of the Series C Convertible Preferred Stock require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

(g) Notice to Holders Prior to Certain Actions. In case on or after the Issuance Date:

(1) the Corporation shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

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(2) the Corporation shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or

(3) the Board of Directors shall authorize any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or any consolidation or merger or other business combination transaction to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or the sale or transfer of all or substantially all of the assets of the Corporation; or

(4) there shall be pending the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation;

the Corporation shall give the holders of record of the Series C Convertible Preferred Stock, as promptly as possible but in any event at least ten Business Days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, other business combination transaction, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record who shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, other business combination transaction, sale, transfer, dissolution, liquidation or winding-up shall be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. In the case of any such action of which the Corporation gives such notice to the holders of record of the Series C Convertible Preferred Stock or is required to give such notice to such holders, such holders shall be entitled to give a conversion notice which is contingent on the completion of such action.

Section 7. Liquidation Preference. In the event of a liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the holders of Series C Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount per share of Series C Convertible Preferred Stock equal to the Liquidation Preference, and no more, before any payment shall be made or any assets distributed to the holders of Junior Liquidation Stock; provided, however, that such rights shall accrue to the holders of Series C Convertible Preferred Stock only in the event that the Corporation’s payments with respect to the liquidation preference of the holders of Senior Liquidation Stock are fully met. After the liquidation preferences of the Senior Liquidation Stock are fully met, the entire assets of the Corporation available for distribution shall be distributed ratably among the holders of the Series C Convertible Preferred Stock and any Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation price of the shares of the Series C Convertible Preferred Stock and the Parity

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Parity Liquidation Stock, the holders of such shares shall not be entitled to any further participation in any distribution of assets by the Corporation. Neither a consolidation or merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation’s assets for cash, securities, or other property in and of itself will be considered a liquidation, dissolution or winding up of the Corporation.

Section 8. Outstanding Shares. For purposes of this Certificate of Designations, all authorized and issued shares of Series C Convertible Preferred Stock shall be deemed outstanding except (i) from the applicable Conversion Date, each share of Series C Convertible Preferred Stock converted into Common Stock, unless the Corporation shall default in its obligation to issue and deliver shares of Common Stock upon such conversion as and when required by Section 6; and (ii) from the applicable Mandatory Conversion Date, all shares of Series C Convertible Preferred Stock which are converted.

Section 9. Miscellaneous.

(a) Notices. Any notices required or permitted to be given under the terms of this Certificate of Designations shall be in writing and shall be delivered personally (which shall include telephone line Facsimile transmission) or by courier and shall be deemed given upon receipt, if delivered personally or by courier (a) in the case of the Corporation, addressed to the Corporation at 3000 West Warner Avenue, Santa Ana, CA 92744, Attention: Chief Executive Officer (telephone line facsimile transmission number (714) 437-0336, or (b) in the case of any holder of shares of Series C Convertible Preferred Stock, at web holder’s address or telephone line facsimile’ transmission number shown on the stock hooks maintained by the Corporation with respect to the Series C Convertible Preferred Stock or such other address as the Corporation shall have provided by notice to the holders of shares of Series C Convertible Preferred. Stock in accordance with this Section or any holder of shares of Series C Convertible Preferred Stock shall have provided to the Corporation in accordance with this Section.

(b) Replacement of Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of the ownership of and the loss, theft, destruction or mutilation of any certificate for shares of Series C Convertible Preferred Stock and (1) in the case of loss, theft or destruction, of indemnity from the record holder of the certificate for such shares of Series C Convertible Preferred Stock reasonably satisfactory in form to the Corporation (and without the requirement to post any bond or other security if such holder has and agrees to maintain reasonably sufficient assets to support the indemnity) or (2) in the case of mutilation, upon surrender and cancellation of the certificate for such shares of Series C Convertible Preferred Stock, the Corporation will execute and deliver to such holder a new certificate for such shares of Series C Convertible Preferred Stock without charge to such holder.

[Signature Page Follows]

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IN WITNESS WHEREOF, DS Holdings, Inc. has caused this Certificate of Designations to be signed by Daniel B. Guinn, its President and Adrian Hex, its Secretary, as of the 8th day of September, 2006.

DS HOLDINGS, INC.
By:	/s/Daniel B. Guinn
Name:	Daniel B. Guinn
Title:	President
By:	/s/Adrian Hex
Name:	Adrian Hex
Title:	Secretary

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State of Delaware

Secretary of State

Division of Corporations

Delivered 08:43 AM 09/08/2006

FILED 08:43 AM 09/08/2006

SRV 060431645 - 3403537 FILE

DS HOLDINGS, INC.

CERTIFICATE OF DESIGNATIONS OF SERIES D SENIOR PREFERRED STOCK

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

DS Holdings, Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

That pursuant to authority vested in the Board of Directors of the Corporation by the Certificate of incorporation of the Corporation, the Board of Directors of the Corporation, at a meeting duly called and held on September 8, 2006, adopted a resolution providing for the creation of a series of the Corporation’s Preferred Stock, $.001 par value, which series is designated as “Series El Senior Preferred Stock,” which resolution is as follows:

RESOLVED, that pursuant to authority vested in the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors does hereby provide for the creation of a series of Preferred Stock, $.001 par value (hereinafter called the “Series D Senior Preferred Stock”), of the Corporation, and to the extent that the voting powers and the designations, preferences and relative, participating, optional or other special rights thereof and the qualifications, limitations or restrictions of such rights have not been set forth in the Certificate of Incorporation of the Corporation, does hereby fix the same as follows:

SERIES D SENIOR PREFERRED STOCK

Section 1. Definitions. As used herein, the following terms shall have the following meanings:

“Board of Directors” or “Board” means the Board of Directors of the Corporation.

“Board Resolution” means a copy of a resolution certified by the Secretary of the Corporation to have been duly adopted by the Board of Directors, or duly authorized committee thereof (to the extent permitted by applicable law), and to be in full force and effect on the date of such certification, and delivered to the Holders.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

“Common Stock” includes the Common Stock, $.001 par value, of the Corporation as authorized on the date hereof.

“Fundamental Change” means

(a) Any consolidation or merger of the Corporation or any Subsidiary with or into another entity (other than a merger or consolidation of a Subsidiary into the Corporation or a wholly-owned Subsidiary) where the stockholders of the Corporation immediately prior to such transaction do not collectively own at least 51% of the outstanding voting securities of the surviving corporation of such consolidation or merger immediately following such transaction; or the sale of all or substantially all of the assets of the Corporation and the Subsidiaries in a single transaction or a series of related transactions; or

(b) The acquisition after the Issuance Date by a Person or group of Persons acting in concert as a partnership, limited partnership, syndicate or group, of beneficial ownership of securities of the Corporation representing 50% or more of the combined voting power of the outstanding voting securities of the Corporation ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors.

“Holder” means at any time with respect to any share of Series D Senior Preferred Stock the Person shown as the holder of record of such share of Series D Senior Preferred Stock on the records of the Corporation relating to the Series D Senior Preferred Stock which records are maintained in accordance with applicable law.

“Issuance Date” means the first date of original issuance of any shares of Series D Senior Preferred Stock.

“Junior Liquidation Stock” means the Common Stock or any other class or series of the Corporation’s capital stock ranking junior as to liquidation rights to the Series D Senior Preferred Stock.

“Liquidation Preference” means, for each share of Series D Senior Preferred Stock, $1,000.00.

“Majority Holders” means at any time the holders of shares of Series D Senior Preferred Stock which shares constitute a majority of the outstanding shares of Series D Senior Preferred Stock.

“Optional Redemption Event” means any one of the following events:

(1) The occurrence of one or more equity or debt financings which provide for the redemption of 100% of the outstanding shares of Series D Senior Preferred Stock;

(2) Any Fundamental Change;

(3) The Corporation or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in

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effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall admit in writing its inability generally to pay its debts as they become due; or

(4) An involuntary case or other proceeding shall be commenced against the Corporation or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty consecutive days.

“Parity Liquidation Stock” means any class or series of the Corporation’s capital stock having parity as to liquidation rights with the Series D Senior Preferred Stock.

“Person” means any natural person, partnership, corporation, limited liability company, trust, incorporated organization, unincorporated association, joint stock company or association or similar entity or any government, governmental agency or political subdivision.

“Redemption Limitation Event” means the failure of the Corporation to pay the applicable redemption price when due for some or all of the shares of Series D Senior Preferred Stock required to be redeemed pursuant to Section 7 by reason of a restriction contained in the DGCL and such Redemption Limitation Event shall be deemed to continue until such redemption price is paid in full in accordance with the terms of this Certificate of Designations.

“Securities Purchase Agreement” means the Securities Purchase Agreement by and between the Corporation, the original holders of shares of Series D Senior Preferred Stock and certain other persons pursuant to which the shares of Series D Senior Preferred Stock were issued.

“Senior Liquidation Stock” means any class or series of capital stock of the Corporation ranking senior as to liquidation rights to the Series D Senior Preferred Stock.

“Series C Convertible Preferred Stock” means the Series C Convertible Preferred Stock, $.001 par value, of the Corporation.

“Series D Senior Preferred Stock” means the Series D Senior Preferred Stock, $.001 par value, of the Corporation.

“Subsidiary” means any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Corporation.

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Section 2. Designation and Amount. The shares of such series shall be designated as “Series D Senior Preferred Stock”, and the number of shares constituting the Series D Senior Preferred Stock shall be 2,735, and shall not be subject to increase except with the consent of the Majority Holders. The Corporation shall not issue any shares of Series D Senior Preferred Stock other than pursuant to the Securities Purchase Agreement.

Section 3. Rank. Subject to Section 5(b), all Series D Senior Preferred Stock shall rank (i) senior to the Common Stock and Series C Convertible Preferred Stock, now or hereafter issued, as to the distribution of assets upon liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary and (ii) senior to any additional class of preferred stock (or series of preferred stock of such class) which the Board of Directors or the stockholders may from time to time authorize.

Section 4. Dividends and Distributions. The Holders of shares of Series D Senior Preferred Stock shall not be entitled to receive payment of dividends on shares thereof regardless of whether the Corporation shall declare, set aside or pay any dividends or other distributions on its Common Stock or Series C Convertible Preferred Stock or any other class or series of preferred stock which the Board of Directors or the stockholders may from time to time authorize.

Section 5.(a) Voting Rights; Certain Restrictions. Except as otherwise provided by law or expressly provided herein, shares of Series D Senior Preferred Stock shall not be entitled to vote on any matter.

(b) Articles of Incorporation; Certain Stock. The affirmative vote or consent of the Majority Holders, voting separately as a class, will be required for (1) any amendment, alteration, or repeal, whether by merger or consolidation or otherwise, of the Corporation’s Articles of Incorporation if the amendment, alteration, or repeal materially and adversely affects the powers, preferences, or special rights of the Series D Senior Preferred Stock, or (2) the creation and issuance of any Senior Liquidation Stock or Parity Liquidation Stock.

(c) Repurchases of Series D Senior Preferred Stock. The Corporation shall not repurchase or otherwise acquire any shares of Series D Senior Preferred Stock (other than pursuant to Section 7) unless the Corporation offers to repurchase or otherwise acquire simultaneously a pro rata portion of each Holder’s shares of Series D Senior Preferred Stock for cash at the same price per share.

Section 6. Liquidation Preference. In the event of a liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the holders of Series D Senior Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an amount per share of Series D Senior Preferred Stock equal to the Liquidation Preference, and no more, before any payment shall be made or any assets distributed to the holders of Junior Liquidation Stock; provided, however, that such rights shall accrue to the holders of Series D Senior Preferred Stock only in the event that the Corporation’s payments with respect to the liquidation preference of the holders of Senior Liquidation Stock, if any, are fully met. After the liquidation preferences

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of Senior Liquidation Stock are fully met, the entire assets of the Corporation available for distribution shall be distributed ratably among the Holders of the Series D Senior Preferred Stock and any Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation price of the shares of the Series D Senior Preferred Stock and the Parity Liquidation Stock, the holders of such shares shall not be entitled to any further participation in any distribution of assets by the Corporation. Neither a consolidation or merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation’s assets for cash, securities, or other property in and of itself will be considered a liquidation, dissolution or winding up of the Corporation.

Section 7. Redemption at Option of Holders.

(a) Redemption Right. If an Optional Redemption Event occurs, then, in addition to any other right or remedy of any holder of shares of Series D Senior Preferred Stock, each holder of shares of Series D Senior Preferred Stock shall have the right, at such holder’s option, to require the Corporation to redeem all of such holder’s shares of Series D Senior Preferred Stock, or any portion thereof, on the date that is five Business Days after the date such holder gives the Corporation written notice with respect to such Optional Redemption Event at a price equal to the aggregate Liquidation Preference of the shares being redeemed (the “Optional Redemption Price”).

(b) Notices; Method of Exercising Optional Redemption Rights, Etc. (1) On or before the fifth Business Day after the occurrence of an Optional Redemption Event, the Corporation shall give to each Holder written notice of the occurrence of such Optional Redemption Event and of the redemption right set forth herein arising as a result thereof. The notice shall set forth:

(i) the date by which the optional redemption right must be exercised, and

(ii) a description of the procedure (set forth below) which each such Holder must follow to exercise such Holder’s optional redemption right.

No failure of the Corporation to give such notice or defect therein shall limit the right of any Holder of shares of Series D Senior Preferred Stock to exercise the optional redemption right or affect the validity of the proceedings for the redemption of such Holder’s shares of Series D Senior Preferred Stock.

(2) To exercise its optional redemption right, a Holder shall deliver to the Corporation on or before the 30th day after the notice required by Section 7(b)(1) is given to such Holder (or if no such notice has been given by the Corporation to such Holder, within 45 days after such Holder first learns of such Optional Redemption Event) written notice to the Corporation of its election to exercise its redemption rights setting forth the number of shares it so elects to have redeemed by the Corporation. At the Corporation’s option, such notice may be revoked by such Holder by giving notice of such revocation to the Corporation at any time prior to the time the Corporation pays the Optional Redemption Price to such Holder.

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(3) If a Holder shall have given a redemption notice, on the date which is five Business Days after the date such notice is given (or such later date as such Holder surrenders such Holder’s certificates for the shares of Series D Senior Preferred Stock to be redeemed), the Corporation shall make payment ‘in immediately available funds of the applicable Optional Redemption Price.

(c) Other. (1) In connection with a redemption pursuant to this Section 7 of less than all of the shares of Series D Senior Preferred Stock evidenced by a particular certificate, promptly, but in no event later than three Business Days after surrender of such certificate to the Corporation, the Corporation shall issue and deliver to such Holder a replacement certificate for the shares of Series D Senior Preferred Stock evidenced by such certificate which have not been redeemed.

(2) A notice of election to redeem given by a holder of shares of Series D Senior Preferred Stock shall be deemed for all purposes to be in proper form unless the Corporation notifies such holder in writing within three Business Days alter such notice has been given (which notice shall specify all defects in such notice), and any notice containing any such defect shall nonetheless be effective on the date given if such Holder promptly undertakes to correct all such defects. No such claim of error shall limit or delay performance of the Corporation’s obligation to redeem all shares of Series D Senior Preferred Stock not in dispute whether or not such Holder makes such undertaking.

(3) Notwithstanding any other provision of this Certificate of Designations or applicable law to the contrary, in case a Holder gives a notice of its election to redeem shares of Series D Senior Preferred Stock to the Corporation pursuant to this Section, and on the date the Holder gives such notice, or at any time thereafter to and including the applicable redemption date, the Corporation shall be restricted in redeeming shares of Series D Senior Preferred Stock by reason of a Redemption Limitation Event (the “Limitation Shares”), then the redemption date for all Limitation Shares so subject to redemption by the Corporation shall be extended to the date that is fifteen days after the date on which the Corporation is no longer restricted from redeeming shares of Series D Senior Preferred Stock by reason of a restriction contained in the DGCL. The Corporation shall give the Holder written notice as promptly as practical but not later than 3 Business Days after the date the Redemption Limitation Event is no longer occurring.

Section 8. Miscellaneous.

(a) Notices. Any notices required or permitted to be given wider the terms of this Certificate of Designations shall be in writing and shall be delivered personally (which shall include telephone line facsimile transmission) or by courier and shall be deemed given upon receipt, if delivered personally or by courier (a) in the case of the Corporation, addressed to the Corporation at 3000 West Warner Avenue, Santa Ma, CA 92704, Attention: Chief Executive Officer (telephone line facsimile transmission number (714) 437-0336, or (b) in the case of any holder of shares of Series D Senior Preferred Stock, at such holder’s address or telephone line facsimile transmission number shown on the stock books maintained by the Corporation with respect to the Series D Senior Preferred Stock or such other address as the Corporation shall have provided by notice to the holders of shares of Series D Senior Preferred Stock in accordance with this Section or any holder of shares of Series D Senior Preferred Stock shall have provided to the Corporation in accordance with this Section.

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(b) Replacement of Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of the ownership of and the loss, theft, destruction or mutilation of any certificate for shares of Series D Senior Preferred Stock and (1) in the case of loss, theft or destruction, of indemnity from the record holder of the certificate for such shares of Series D Senior Preferred Stock reasonably satisfactory in form to the Corporation (and without the requirement to post any bond or other security if such holder has and agrees to maintain reasonably sufficient assets to support the indemnity) or (2) in the case of mutilation, upon surrender and cancellation of the certificate for such shares of Series D Senior Preferred Stock, the Corporation will execute and deliver to such holder a new certificate for such shares of Series D Senior Preferred Stock without charge to such holder.

[Signature Page Follows]

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IN WITNESS WHEREOF, DS Holdings, Inc. has caused this Certificate of Designations to be signed by Daniel B. Guinn, its President and Adrian Hex, its Secretary, as of the 8th day of September, 2006.

DS HOLDINGS, INC.
By:	/s/ Daniel B. Guinn
Name:	Daniel B. Guinn
Title:	President
By:	/s/Adrian Hex
Name:	Adrian Hex
Title:	Secretary

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DS HOLDINGS, INC.

AMENDMENT OF CERTIFICATE OF INCORPORATION

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

DS Holdings, Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

1. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 18, 2001, under the name DS Holdings, Inc. In accordance with the provisions of Section 151(g) of the DGCL, certificates amending the Certificate of Incorporation of the Corporation and setting forth the rights, preferences, privileges and restrictions of the Preferred Stock of the Corporation were filed on June 27, 2001 (with respect to the Series A Convertible Preferred Stock of the Corporation), June 27, 2001 (with respect to the Series B Convertible Preferred Stock of the Corporation), September 8, 2006 (with respect to the Series C Convertible Preferred Stock of the Corporation) and September 8, 2006 (with respect to the Series D Senior Preferred Stock of the Corporation).

2. Pursuant to the unanimous written consent of the board of directors of the Corporation given in accordance with the provisions of Section 141 of the DCCL, the directors of the Corporation adopted resolutions approving and declaring advisable the following amendments to the Certificate of Incorporation (the “Amendments”) and called for a special meeting of the stockholders entitled to vote with respect to the Amendments for the consideration of the Amendments.

3. Pursuant to written consents of the stockholders of the Corporation given in accordance with the provisions of Section 228 of the DGCL, the Amendments were authorized and approved by stockholders of the Corporation holding the necessary number of shares as required by the DGCL.

4. The Amendments were duly adopted in accordance with the provisions of Section 242 of the DGCL. The resolutions setting forth the Amendments are as follows:

RESOLVED, that the Certificate of Designations of Series C Convertible Preferred Stock of the Corporation filed with the Secretary of State of the State of Delaware on September 8, 2006 (the “Series C certificate”), be amended as follows:

(a) Insert the following definitions immediately after the definition of “Person” in Section 1 of the Series C Certificate:

“PNT” means POC Network Technologies, Inc., a Delaware corporation.

“PNT Series A Convertible Preferred Stock” means the Series A Convertible Preferred Stock, $.001 par value, of PNT as authorized on the date hereof.

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:33 AM 06/13/2011

                ed 09:33 AM 06/13/2011

        0714034- 3403537 FILE

(b) Insert the following definition immediately after the definition of “Series D Senior Preferred Stock” in Section 1 of the Series C Certificate:

“Spin-Off Transaction” means the transaction pursuant to which the Corporation and its subsidiaries engaged in a spin-off of certain of assets by (1) contributing such assets to PNT in exchange for all of the capital stock of PNT, including all of the PNT Series A Convertible Preferred Stock, and (2) distributing the capital stock of PNT to the stockholders of the Corporation, including the distribution of PNT Series A Convertible Preferred Stock to the holders of Series C Convertible Preferred Stock on a one-to-one basis.

(c) Insert the following immediately after Section 9 of the Series C Certificate as new Section 10 of the Series C Certificate:

Section 10. Linked PNT Series A Convertible Preferred Stock.

(a) Generally. Each share of Series C Convertible Preferred Stock owned by a Holder immediately after the. Spin-Off Transaction shall be linked to one share of PNT Series A Convertible Preferred Stock owned by such Holder at that time for purposes of this Section 10.

(b) Reduction in Liquidation Preference of Linked Share. In the event the liquidation preference of a share of PNT Series A Convertible Preferred Stock is paid, in whole or in part, the Liquidation Preference for the share of Series C Convertible Preferred Stock that is linked to such share of PNT Series A Convertible Preferred Stock shall be reduced on a dollar-for-dollar basis (but not below $0) effective concurrently with the payment of the liquidation preference of the share of PNT Series A Convertible Preferred Stock solely for purposes of Section 7. A reduction in the Liquidation Preference of a share of Series C Convertible Preferred Stock for purposes of Section 7 pursuant to this Section 10(b) shall not reduce the amount of the Liquidation Preference of such share of Series C Convertible Preferred Stock for purposes of the conversion calculation in Section 6(a). Accordingly, such a reduction shall not affect the right to convert such share of Series C Convertible Preferred Stock into Common Stock under Section 6 or the number of shares of Common Stock issuable on conversion or affect the rights of such share of Series C Convertible Preferred Stock under Sections 4 or 5.

(c) Conversion of Linked Share. The conversion of a share of PNT Series A Convertible Preferred Stock

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into common stock of PNT pursuant to the terms of the PNT Series A Convertible Preferred Stock shall not reduce the amount of the Liquidation Preference for the share of Series C Convertible Preferred Stock that is linked to such share of PNT Series A Convertible Preferred Stock or affect the right to convert such share of Series C Convertible Preferred Stock into Common Stock under Section 6 or the number of shares of Common Stock issuable on conversion.

RESOLVED, that the Certificate of Designations of Series D Senior Preferred Stock of the Corporation filed with the Secretary of State of the State of Delaware on September 8, 2006 (the “Series D Certificate”), be amended as follows:

(a) Insert the following definitions immediately after the definition of “Person” in Section 1 of the Series D Certificate:

“PNT” means POC Network Technologies, Inc., a Delaware corporation.

“PNT Series B Senior Preferred Stock” means the Series B Senior Preferred Stock, $.001 par value, of PNT as authorized on the date hereof.

(b) Insert the following definition immediately after the definition of “Series D Senior Preferred Stock” in Section 1 of the Series D Certificate:

“Spin-Off Transaction” means the transaction pursuant to which the Corporation and its subsidiaries engaged in a spin-off of certain of assets by (1) contributing such assets to PNT in exchange for all of the capital stock of PNT, including all of the PNT Series B Senior Preferred Stock, and (2) distributing the capital stock of PNT to the stockholders of the Corporation, including the distribution of ?NT Series B Senior Preferred Stock to the holders of Series D Senior Preferred Stock on a one-to-one basis

(c) In Section 2 of the Series D Certificate, delete the number “2,735” and replace it with “2,690.”

(d) Delete Section 6 of the Series D Certificate in its entirety and replace it with the following:

Section 6. Liquidation Preference.

(a) Generally. In the event of a liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Holders of Series D Senior Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets constitute stated capital or surplus of any nature, an

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amount per share of Series D Senior Preferred Stock equal to the Liquidation Preference, and no more, before any payment shall be made or any assets distributed to the holders of Junior Liquidation Stock; provided, however, that such rights shall accrue to the Holders of Series D Senior Preferred Stock only in the event that the Corporation’s payments with respect to the liquidation preference of the holders of Senior Liquidation Stock, if any, arc fully met. After the liquidation preferences of Senior Liquidation Stock are fully met, the entire assets of the Corporation available for distribution shall be distributed ratably among the Holders of the Series D Senior Preferred Stock and the holders of any Parity Liquidation Stock in proportion to the respective preferential amounts to which each is entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation price of the shares of the Series D Senior Preferred Stock and the Parity Liquidation Stock, the holders of such shares shall not be entitled to any further participation in any distribution of assets by the Corporation, Neither a consolidation or merger of the Corporation with another corporation nor a sale or transfer of all or part of the Corporation’s assets for cash, securities, or other property in and of itself will be considered a liquidation, dissolution or winding up of the Corporation.

(b) Linked PNT Series B Senior Preferred Stock. Each share of Series ID Senior Preferred Stock owned by a Holder immediately after the Spin-Off Transaction shall be linked to one share of the PNT Series B Senior Preferred Stock owned by such Holder at that time for purposes of this Section 6(b). In the event the liquidation preference of a share of PNT Series B Senior Preferred Stock is paid, in whole or in part, the Liquidation Preference for the share of Series D Senior Preferred Stock that is linked to such share of PNT Series B Senior Preferred Stock shall be reduced on a dollar-for-dollar basis (but not below $0) effective concurrently with the payment of the liquidation preference of the share of PNT Series B Senior Preferred Stock. If the Liquidation Preference of a share of Series D Senior Preferred Stock is reduced to $0 pursuant to this Section 6(b), such share of Series D Senior Preferred Stock shall be treated as fully redeemed by the Corporation. If the Board determines that a share of Series D Senior Preferred Stock has been redeemed pursuant to this Section 6(b), the Corporation shall notify the Holder of the redemption and the Holder shall promptly surrender the certificate for the share of Series D Senior Preferred Stock.

*    *    *

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IN WITNESS WHEREOF, DS Holdings, Inc. has caused this Amendment of Certificate of Incorporation to be signed by Guy Bryant, its Chief Executive Officer, and Brian W. Anderson, its Secretary, as of the 30th day of April, 2008.

DS HOLDINGS, INC.
By:	/s/ Guy Bryant
Name:	Guy Bryant
Title:	Chief Executive Officer
By:
Name:	Brian W. Anderson
Title:	Secretary

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IN WITNESS WHEREOF, DS Holdings, Inc. has caused this Amendment of Certificate of Incorporation to be signed by Guy Bryant, its Chief Executive Officer, and Brian W. Anderson, its Secretary, as of the 30th day of April, 2008.

DS HOLDINGS, INC.
By:
Name:	Guy Bryant
Title:	Chief Executive Officer
By:	/s/ Brian W. Anderson
Name:	Brian W. Anderson
Title:	Secretary

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EX-3.18

Exhibit 3.18

BYLAWS OF

DS HOLDINGS, INC.

A DELAWARE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS
Section 1.1 Delaware Office		1
Section 1.2 Other Offices		1
ARTICLE II STOCKHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	10
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	11
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Delaware Office. The registered office of DS Holdings, Inc. (the “Corporation”) in the State of Delaware shall be located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of stockholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of stockholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify stockholders of the date, time, and place of each annual and special stockholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, the Corporation shall notify only those stockholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of stockholders. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of stockholders, a stockholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such stockholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such stockholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such stockholder. Election of directors at all meetings of the stockholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Delaware General Corporation Law or these Bylaws to be taken at a stockholders’ meeting may be taken without a meeting if the action is taken by all stockholders entitled to vote on the action or, if so provided in the Certificate of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all stockholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by stockholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by stockholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A stockholder may waive any notice required to be given by law, in the Certificate of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Certificate of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Certificate of Incorporation, the number of directors shall be fixed from time to time by the stockholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to stockholders any action or matter required by law to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the stockholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the stockholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the stockholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Certificate of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the stockholders or members of or with respect to any action of the stockholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

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Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Delaware General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the stockholders or the Board.

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EX-3.19

Exhibit 3.19

ARTICLES OF INCORPORATION

OF

DSRX, INC.

I.

The name of this corporation is DSRx, Inc. (hereinafter “Corporation”).

II.

The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in the State of California of this Corporation’s initial agent for service of process is:

Richard A. Wolpow

3101 W. Coast Highway, Suite 175

Newport Beach, CA 92663

IV.

This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is One Hundred Thousand (100,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Ten Thousand (10,000) shares, par value $0.001.

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a

Page 1 of 2

“Preferred Stock Designation”) and as may be permitted by the California Corporation Law. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

V.

Directors of the Corporation shall not be liable for monetary damages in an action brought by or in the right of the Corporation for breach of a director’s duties to the Corporation and its shareholders, provided however that this provision does not eliminate the liability of directors (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the Corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the Corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the Corporation or its shareholders, (vi) under Section 310 of the California Corporations Code or (vii) under Section 316 of the California Corporations Code. This provisions shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of this provision and shall not eliminate or limit the liability of an officer for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. The Corporation shall, to the fullest extent permitted by California Law, indemnify any and all persons whom it shall have power to indemnify under Section 317 of the California Corporations Code from and against any and all expenses, liabilities, or other matters referred to in or covered by said section.

Dated: June 5, 2001	/s/ Brian A. Lebrecht
	By: Brian A. Lebrecht, Esq.
	Incorporator

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EX-3.20

Exhibit 3.20

BYLAWS OF

DSRX, INC.

A CALIFORNIA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 California Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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	Page
Section 4.11 Voting Securities Owned by the Corporation		8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS		8
Section 5.1 Stock Certificates and Transfers		8
ARTICLE VI INDEMNIFICATION		9
Section 6.1 Right to Indemnification		9
Section 6.2 Right to Advancement of Expenses		10
Section 6.3 Right of Indemnitee to Bring Suit		10
Section 6.4 Non-Exclusivity of Rights		10
Section 6.5 Insurance		11
Section 6.6 Other Sources of Indemnification		11
ARTICLE VII MISCELLANEOUS PROVISIONS		11
Section 7.1 Dividends; Reserves		11
Section 7.2 Seal		11
ARTICLE VIII AMENDMENTS		11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 California Office. The registered office of DSRx, Inc. (the “Corporation”) in the State of California shall be located at 2875 Michelle Drive, Suite 100, Irvine, California 92606. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of California, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the California General Corporation Law or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the California General Corporation Law or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the California General Corporation Law or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

4

removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the California General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

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Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the California General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the California General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the California General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the California General Corporation Law.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.21

Exhibit 3.21

ARTICLES OF INCORPORATION

OF

FEDERAL MEDICAL SUPPLIES, INC.

I.

The name of the corporation is FEDERAL MEDICAL SUPPLIES, INC.

II.

The corporation shall have perpetual duration.

III.

The corporation shall have as its primary purpose the right and privilege to engage in the business of providing medical supplies to private entities, persons and corporations for a fee allowed by law and regulated by federal, state and local authorities throughout the United States of America for itself and others; and to do any and all acts and things necessary, convenient, expedient, ancillary or in aid of the accomplishment of the foregoing for itself and others and to enter into any other activities relating thereto as the Board of Directors, may, from time to time, determine; to engage in any legal business or transaction which the Directors may deem beneficial to the corporation, for compensation and in the public welfare, to include the purchase and/or lease of real property, with additional rights and powers incidental and necessary to the corporate purpose and as may be authorized by the laws of the State of Georgia.

IV.

The corporation shall have the authority to issue not more than 100,000 shares of Common Stock which shall have a par value of $1.00 and that together have unlimited voting rights in regard to the corporation and are entitled to receive the net assets of the corporation upon dissolution.

V.

The corporation shall not commence business until it shall have received not less than $500.00 in payment for the issuance of such shares of stock.

VI.

The initial registered office of the corporation shall be at Route 1, Box 474, Dearing, McDuffie County, Georgia, 30808. The initial registered agent of the corporation shall be DAVID D. HUFF.

VII.

The corporation’s initial Board of Directors shall consist of four (4) persons namely: DAVID D. HUFF, Route 1, Box 474, Dearing, Georgia 30808; HERMAN D. MURDERS, Route 1, Harlem, Georgia 30814; MICHAEL BOWEN, 205 Lakewood Circle, North Augusta, SC 29841; and NORMAN DOROSIN, 1069 Virginia Avenue, Atlanta, Georgia 30306.

VIII.

The Incorporator’s name and address is as follows: DAVID D. HUFF, Route 1, Box 474, Dearing, Georgia 30808.

IX.

The corporation is organized under the Georgia Business Corporation Code and the Incorporator desires that said corporation be vested with all rights, powers and privileges now or hereafter given to do any and all things which may be needful and proper in the operation of the above described corporation and that said corporation shall have all powers set out and enumerated in O.C.G.A. §14-2-302, and such powers as may hereafter be afforded by law.

X.

The principal office of the corporation shall be located in McDuffie County, Georgia, and its initial mailing address shall be Route I, Box 474, Dearing, Georgia, 30808, but the privilege of establishing branch offices and places of business both within and without the State of Georgia is desired.

XI.

Incorporator further desires that the By-Laws of the corporation be adopted by the Common Stockholders and such By-Laws shall provide for the officers of the corporation, the manner of their selection, and such other rules appropriate to By-Laws have as their purpose the control and management of the corporation, including provisions whereby the said By-Laws may be amended.

XII.

The corporation shall have the power to amend, alter, change or repeal any provisions of its Charter in form or substance, all as authorized by the Georgia Business Corporation Code.

XIII.

None of the holders of shares of Common Stock shall be entitled as a matter of right or privilege to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares or any shares, evidence of indebtedness or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any new or additional shares.

XIV.

No Director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of his duty of care or other duty as a Director; provided that this provision shall eliminate or limit the liability of a Director only to the extent permitted from time to time by the Georgia Business Corporation Code or any successor law or laws.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation and prays to be incorporated under the name and style of the aforesaid, with all the rights, powers and privileges and immunities herein set forth, and such additional rights, powers and privileges as may be inherent in or allowed to like corporations under the laws of the State of Georgia as they now exist or may hereafter exist.

/s/ David D. Huff

DAVID D. HUFF

(Incorporator)

Route 1, Box 474

Dearing, Georgia 30808

EX-3.22

Exhibit 3.22

BYLAWS OF

FEDERAL MEDICAL SUPPLIES, INC.

A GEORGIA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Georgia Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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	Page
Section 4.11 Voting Securities Owned by the Corporation		8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS		8
Section 5.1 Stock Certificates and Transfers		8
ARTICLE VI INDEMNIFICATION		9
Section 6.1 Right to Indemnification		9
Section 6.2 Right to Advancement of Expenses		10
Section 6.3 Right of Indemnitee to Bring Suit		10
Section 6.4 Non-Exclusivity of Rights		10
Section 6.5 Insurance		11
Section 6.6 Other Sources of Indemnification		11
ARTICLE VII MISCELLANEOUS PROVISIONS		11
Section 7.1 Dividends; Reserves		11
Section 7.2 Seal		11
ARTICLE VIII AMENDMENTS		11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Georgia Office. The registered office of Federal Medical Supplies, Inc. (the “Corporation”) in the State of Georgia shall be located at 3675 Crestwood Parkway, Duluth, Georgia, 30096. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Georgia, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless the Georgia Business Corporation Code or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Georgia Business Corporation Code or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Georgia Business Corporation Code or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Georgia Business Corporation Code, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

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Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Georgia Business Corporation Code requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Georgia Business Corporation Code and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Georgia Business Corporation Code. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Georgia Business Corporation Code, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Georgia Business Corporation Code.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.23

Exhibit 3.23

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GULF SOUTH MEDICAL SUPPLY, INC.

Gulf South Medical Supply, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is Gulf South Medical Supply, Inc. The original Certificate of Incorporation of Gulf South Medical Supply, Inc. was filed with the Secretary of State of the State of Delaware on April 12, 1993. The Certificate of Incorporation, as amended and restated, was filed with the Secretary of State on February 17, 1994. An amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State on May 23, 1995.

2. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

ARTICLE I

Name

The name of the corporation is Gulf South Medical Supply, Inc. (the “Corporation”).

ARTICLE II

Address of Registered Office;

Name of Registered Agent

The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle 1980. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the Delaware General Corporation Law. It shall have all powers that may now or hereafter be lawful for a corporation to exercise under the Delaware General Corporation Law.

ARTICLE IV

Capital Stock

Section 4.1. Total Number of Shares of Stock. The total number of shares of stock of all classes that the Corporation shall have authority to issue is one thousand (1,000) shares, all of which shall be shares of Common Stock with a par value of $.01 each (the “Common Stock”).

Section 4.2. Common Stock. The shares of Common Stock of the Corporation shall be of one and the same class. The holders of Common Stock shall have one vote per share of Common Stock on all matters on which holders of Common Stock are entitled to vote.

ARTICLE V

Board of Directors

Section 5.1. Powers of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to:

(a) adopt, amend, alter, change or repeal the Bylaws of the Corporation; provided, however, that no Bylaws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such new Bylaws had not been adopted;

(b) determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the business and affairs of the Corporation, including the power to designate and empower committees of the Board of Directors, to elect, appoint and empower the officers and other agents of the Corporation, and to determine the time and place of, and the notice requirements for, Board meetings, as well as quorum and voting requirements for, and the manner of taking, Board action; and

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(c) exercise all such powers and do all such acts as may be exercised or done by the Corporation, subject to the provisions of the laws of the State of Delaware, this Certificate of Incorporation, and the Bylaws of the Corporation.

Section 5.2. Number of Directors. The number of directors constituting the Board of Directors shall be as specified in the Bylaws or fixed in the manner provided therein.

Section 5.3. Vacancies. Any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled by the Board of Directors, acting by a majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until their successors are elected and qualified or their earlier death, resignation or removal.

Section 5.4. Factors to be Considered by the Directors. In connection with the exercise of its or their judgment in determining what is in the best interests of the Corporation and its stockholders, the Board of Directors, any committee of the Board of Directors or any individual director may, but shall not be required to, in addition to considering the long-term and short-term interests of the stockholders, consider all of the following factors and any other factors which it deems relevant: (i) the social and economic effects of the matter to be considered on the Corporation and its subsidiaries, its and their employees, customers and creditors and the communities in which the Corporation and its subsidiaries operate or are located; and (ii) when evaluating a business combination or a proposal by another Person or Persons to make a business combination or a tender or exchange offer or any other proposal relating to a potential change of control of the Corporation, (x) the business and financial condition and earnings prospects of the acquiring Person or Persons, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition, and other likely financial obligations of the acquiring Person or Persons, and the possible effect of such conditions upon the Corporation and its subsidiaries and the communities in which the Corporation and its subsidiaries operate or are located, (y) the competence, experience and integrity of the acquiring Person or Persons and its or their management, and (z) the prospects for successful conclusion of the business combination, offer or proposal. The provisions of this Section shall be deemed solely to grant discretionary authority to the directors and shall not be deemed to provide to any constituency the right to be considered. As used in this Section, the term “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity; when two or more Persons act as a partnership, limited partnership, syndicate, or other group acting in concert for the purpose of acquiring, holding, voting or disposing of securities of the Corporation, such partnership, limited partnership, syndicate or group shall also be deemed a “Person” for purposes of this Section.

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ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact:

(a) that he or she, or a person of whom he or she is the legal representative, is or was a director or Board-elected officer of the Corporation, or

(b) that he or she, being at the time a director or Board-elected officer of the Corporation, is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (collectively, “another enterprise” or “other enterprise”), whether either in case (a) or in case (b) the basis of such proceeding is alleged action or inaction (x) in an official capacity as a director or officer of the Corporation, or as a director, trustee, officer, employee or agent of such other enterprise, or (y) in any other capacity related to the Corporation or such other enterprise while so serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (or any successor provision or provisions) as the same exists or may hereafter be amended (but, in the case of any such amendment, with respect to alleged action or inaction occurring prior to such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including without limitation attorneys’ fees and expenses, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by such person in connection therewith. The persons indemnified by this Article VI are hereinafter referred to as “indemnitees.” Such indemnification as to such alleged action or inaction shall continue as to an indemnitee who has after such alleged action or inaction ceased to be a director or officer of the Corporation, or director, trustee, officer, employee or agent of such other enterprise; and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Notwithstanding the foregoing, except as may be provided in the Bylaws or by the Board of Directors, the Corporation shall not indemnify any such indemnitee in connection with a proceeding (or portion thereof) initiated by such indemnitee (but this prohibition shall not apply to a counterclaim, cross-claim or third-party claim brought by the indemnitee in any proceeding) unless such proceeding (or portion thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article VI (i) shall be a contract right; (ii) shall not be affected adversely as to any indemnitee by any amendment of this Certificate of Incorporation with respect to any alleged action or inaction occurring prior to such amendment; and (iii) shall, subject to any requirements imposed by law and the Bylaws, include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition.

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Section 6.2. Relationship to Other Rights and Provisions Concerning Indemnification. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Bylaws may contain such other provisions concerning indemnification, including provisions specifying reasonable procedures relating to and conditions to the receipt by indemnitees of indemnification, provided that such provisions are not inconsistent with the provisions of this Article VI.

Section 6.3. Agents and Employees. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses, to any other officer, employee or agent of the Corporation (or any person serving at the Corporation’s request as a director, trustee, officer, employee or agent of another enterprise) or to any person who is or was a director, officer, employee or agent of any of the Corporation’s affiliates, predecessor or subsidiary corporations or of a constituent corporation absorbed by the Corporation in a consolidation or merger or who is or was serving at the request of such affiliate, predecessor or subsidiary corporation or of such constituent corporation as a director, trustee, officer, employee or agent of another enterprise, in each case as determined by the Board of Directors to the fullest extent of the provisions of this Article VI in cases of the indemnification and advancement of expenses of directors and Board-elected officers of the Corporation, or to any lesser extent (or greater extent, if permitted by law) determined by the Board of Directors. If so indemnified, such persons shall be included in the term “indemnitee” or “indemnitees” as used in this Article VI and in the Bylaws of the Corporation.

ARTICLE VII

Limitation on Liability of Directors

No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended hereafter to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the

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Delaware General Corporation Law, as so amended. Any amendment, repeal or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, repeal or modification. For purposes of this Article VII, “fiduciary duty as a director” also shall include any fiduciary duty arising out of serving at the Corporation’s request as a director of another corporation, partnership, limited liability company, joint venture or other enterprise, and “personal liability to the Corporation or its stockholders” also shall include any liability to such other corporation, partnership, limited liability company, joint venture, trust or other enterprise, and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, member, beneficiary, creditor or investor of or in any such other corporation, partnership, limited liability company, joint venture, trust or other enterprise.

ARTICLE VIII

Compromise

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX

Amendment of Certificate of Incorporation

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation; and other provisions authorized by the Delaware General Corporation Law at the time in force

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may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other person whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE X

Severability

In the event that any of the provisions of this Certificate of Incorporation (including any provision within a single Article, Section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the full extent permitted by law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer this 26th day of March, 1998.

GULF SOUTH MEDICAL SUPPLY, INC.
By:	/s/ David A. Smith
	Name:	David A. Smith
	Title:	EVP

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EX-3.24

Exhibit 3.24

BYLAWS OF

GULF SOUTH MEDICAL SUPPLY, INC.

A DELAWARE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Delaware Office		1
Section 1.2 Other Offices		1
ARTICLE II STOCKHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	10
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	11
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Delaware Office. The registered office of Gulf South Medical Supply, Inc. (the “Corporation”) in the State of Delaware shall be located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of stockholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of stockholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify stockholders of the date, time, and place of each annual and special stockholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, the Corporation shall notify only those stockholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of stockholders. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of stockholders, a stockholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such stockholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such stockholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such stockholder. Election of directors at all meetings of the stockholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Delaware General Corporation Law or these Bylaws to be taken at a stockholders’ meeting may be taken without a meeting if the action is taken by all stockholders entitled to vote on the action or, if so provided in the Certificate of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all stockholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by stockholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by stockholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A stockholder may waive any notice required to be given by law, in the Certificate of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Certificate of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Certificate of Incorporation, the number of directors shall be fixed from time to time by the stockholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to stockholders any action or matter required by law to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the stockholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the stockholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the stockholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Certificate of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the stockholders or members of or with respect to any action of the stockholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

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Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Delaware General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the stockholders or the Board.

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EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

OF

PROJECT I ACQUISITION SUB, LLC

1. The name of the limited liability company is Project I Acquisition Sub, LLC.

2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Project I Acquisition Sub, LLC this 24th day of April, 2012.

/s/ Nathanael P. Kibler

Nathanael P. Kibler

Authorized Person

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF FORMATION

OF

PROJECT I ACQUISITION SUB, LLC

1. The name of the limited liability company is Project I Acquisition Sub, LLC (the “Company”).

2. The Certificate of Formation of the Company is amended by deleting paragraph 1 thereof in its entirety and replacing it with a new paragraph 1 to read as follows:

“1. The name of the limited liability company is Infolab, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 23rd day of May, 2012.

PROJECT I ACQUISITION SUB, LLC
By:	/s/ Andrew Behrends
	Andrew Behrends
	Manager

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF PROJECT I ACQUISITION SUB, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of PROJECT I ACQUISITION SUB, LLC (the “Company”), is hereby entered into this 1st day of May, 2012, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1 Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2. Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “Project I Acquisition Sub, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3. Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4. Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1 Rights and Obligations of the Member.

2.1.1 Units.

(a) The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b) Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c) The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2 Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3 Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2 Meetings.

2.2.1 Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2 Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3 Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5 Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3 Capital Contributions.

2.3.1 Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2 Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3 Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4 No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1 The Board of Managers.

3.1.1 Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2 Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3 Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4 Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5 Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6 Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7 Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8 Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9 Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10 Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11 Committees.

(a) The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b) Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12 Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13 Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14 Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15 Duties of the Board of Managers.

(a) The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b) The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16 Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a) to expend the Company’s capital and income;

(b) to make such investments as the managers may from time to time select;

(c) to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d) to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e) to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f) to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g) to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h) to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i) to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j) to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k) to open accounts and to deposit and maintain funds in the name of the Company;

(l) to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m) to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17 Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a) do any act in contravention of this Agreement;

(b) initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c) confess to judgment against the Company;

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(d) amend this Agreement or the Certificate;

(e) dissolve or terminate the Company;

(f) do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g) knowingly perform any act that would subject the Member to personal liability;

(h) possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i) employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j) merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k) approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18 Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19 Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2 Officers.

3.2.1 Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4 Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5 President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10 Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11 Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1 Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5 Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6 Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1 Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1 Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2 Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3 Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1 Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a) the written consent of the Member; or

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(b) at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c) upon entry of a decree of judicial dissolution.

7.2 Liquidation of Property and Application of Proceeds.

(a) Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i) prosecuting and defending suits, whether civil, criminal, or administrative;

(ii) settling and closing the Company’s business;

(iii) liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv) discharging or making reasonable provision for the Company’s liabilities; and

(v) distributing the proceeds of liquidation and any undisposed property.

(b) Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i) to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii) thereafter, to the Member.

8. MISCELLANEOUS.

8.1 Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2 Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3 Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5 Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6 Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7 Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8 Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
PSS WORLD MEDICAL, INC.
By:	/s/ David Bronson
Name:	David Bronson
Title:	EVP & CFO
THE COMPANY:
PROJECT I ACQUISITION SUB, LLC
By:	/s/ Andrew E. Behrends
Name:	Andrew E. Behrends
Title:	SVP, Corporate Controller

[Signature Page to Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
PSS World Medical, Inc.		100		100	%

EX-3.27

Exhibit 3.27

F0001 – PAGE 1 OF 2	OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
	P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333
	Articles of Incorporation

The undersigned, pursuant to Section 79-4-2.02 (if a profit corporation) or Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby executes the following document and sets forth:

1. Type of Corporation

x  Profit ¨  Nonprofit

2. Name of the Corporation

Keltman Pharmaceuticals, Inc.

3. The future effective date is

(Complete if applicable)

4. FOR NONPROFIT ONLY: The period of duration is ¨  years or ¨  perpetual

5. FOR PROFITS ONLY: The Number (and Classes) if any of shares the corporation is authorized to issues is (are) as follows

Classes	# of Shares Authorized	If more than one (1) class of shares is authorized, the preference, limitations, and relative rights of each class are as follows:
Common	100,000		(See Attached)

6. Name and Street Address of the Registered Agent and Registered Office is

Name	Wyatt Waltman
Physical Address	1800 Sheffield Drive
P.O. Box

City, State, ZIP5, ZIP4		Jackson	MS	32911             -
7. The name and complete address of each incorporator are as follows
Name	Martin E. Willoughby, Jr.
Street	573 Highway 51 N, Suite D

F0001 – PAGE 2 OF 2 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Incorporation

  City, State, ZIP5, ZIP4   Ridgeland   MS   39157            -            

Name        

Street

  City, State, ZIP5, ZIP4              -            

Name        

Street

City, State, ZIP5, ZIP4	-
8. Other Provisions     ¨  See Attached

9. Incorporator’s Signatures (please keep writing within blocks

/s/ Martin Willoughby

F0012 – PAGE 1 OF 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Amendment

The undersigned persons, pursuant to Section 79-4-10.06 (if a profit corporation) or Section 79-11-305 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby executes the following document and sets forth:

1. Type of Corporation

x  Profit ¨  Nonprofit

2. Name of the Corporation

Keltman Pharmaceuticals, Inc.

3. The future effective date is

(Complete if applicable)

4. Set forth the text of each amendment adopted (Attach page)

5. If an amendment for a business corporation provides for an exchange, reclassification, or cancellation of issued shares, set forth the provisions for implementing the amendment if they are not contained in the amendment itself. (Attach page)

6. The amendment(s) was (were) adopted on

  12/01/03 Date(s)

FOR PROFIT CORPORATION (Check the appropriate box)

Adopted by  x  the incorporators ¨   directors with shareholder action and shareholder action was not required.

FOR NONPROFIT CORPORATION (Check the appropriate box)

Adopted by  ¨  the incorporators ¨   board of directors without member action and member action was not required

FOR PROFIT CORPORATION

7. If the amendment was approved by shareholders

(a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting were

Description	No. of outstanding shares	No. of votes entitled to be cast	No. of votes indisputably represented
Common	100,000	100,000	100,000

F0012 – PAGE 2 OF 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Amendment

(b) EITHER

(i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was

   Voting Group Total no. of votes cast FOR No. of votes cast AGAINST

OR

(ii) the total number of undisputed votes cast for the amendment by each voting group was

Voting Group	Total no. of undisputed votes cast FOR the plan
Common	100,000

and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

FOR NONPROFIT CORPORATION

8. If the amendment was approved by members

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably represented at the meeting were

   Designation No. of memberships outstanding No. of votes entitled to be cast No. of votes indisputably represented

F0012 – PAGE 3 OF 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. Box 136, JACKSON, MS 39205-0136 (601) 359-1333 Articles of Amendment

(b) EITHER

(i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was

   Voting Class Total no. of votes cast FOR No. of votes cast AGAINST

OR

(ii) the total number of undisputed votes cast for the amendment by each class was

   Voting Class Total no. of undisputed votes cast FOR the amendment

and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

By:	Signature	/s/ Wyatt Waltman	(Please keep writing within blocks
	Printed name	Wyatt Waltman	Title	President

KELTMAN PHARMACEUTICALS, INC.

ARTICLES OF AMENDMENT

RESOLVED, the Articles of Incorporation are hereby amended to increase the number of authorized shares of common stock of the Corporation to 1,000,000 shares.

EX-3.28

Exhibit 3.28

BYLAWS OF

KELTMAN PHARMACEUTICALS, INC.

A MISSISSIPPI CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Mississippi Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7
Section 4.11 Voting Securities Owned by the Corporation		8

i

ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	11
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

ii

ARTICLE I

OFFICES AND RECORDS

Section 1.1 Mississippi Office. The registered office of Keltman Pharmaceuticals, Inc. (the “Corporation”) in the State of Mississippi shall be located at 840 Trustmark Building, 248 E. Capitol Street, Jackson, Mississippi, 39201. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Mississippi, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless the Mississippi Business Corporation Act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Mississippi Business Corporation Act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Mississippi Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons

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calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Mississippi Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges)

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incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Mississippi Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the Mississippi Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Mississippi Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Mississippi Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or

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hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Mississippi Business Corporation Act.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.29

Exhibit 3.29

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:15 PM 09/07/2010

FILED 01:49 PM 09/07/2010

SRV 100887762 – 4868650 FILE

CERTIFICATE OF FORMATION

OF

SUNSHINE STATE MEDICAL SOLUTIONS, LLC

This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 of the Delaware Limited Liability Company Act.

1.    The name of the limited liability company is Sunshine State Medical Solutions, LLC.

2.    The address of the registered office of the limited liability company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent for service of process on the limited liability company at such address is National Registered Agents, Inc.

Executed this 7th day of September, 2010.

By:	/s/ Danielle Whitley
	Name: Danielle Whitley
	Title:   Authorized Signatory

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:06 PM 11/18/2010

FILED 03:58 PM 11/18/2010

SRV 101103030 – 4868650 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

1.    Name of the limited liability company: Sunshine State Medical Solutions, LLC.

2.    The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is Linear Holdings, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 18th day of November, 2010.

By:	/s/ Danielle Whitley
	Danielle Whitley, Authorized Person

EX-3.30

Exhibit 3.30

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF LINEAR HOLDINGS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of LINEAR HOLDINGS, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “Linear Holdings, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a) The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)     Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a)     the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
PSS WORLD MEDICAL, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
LINEAR HOLDINGS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
PSS World Medical, Inc.		100		100	%

EX-3.31

Exhibit 3.31

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:16 PM 09/07/2010

FILED 01:54 PM 09/07/2010

SRV 100887799 - 4868658 FILE

CERTIFICATE OF FORMATION

OF

LEADING MEDICAL SOLUTIONS, LLC

This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 of the Delaware Limited Liability Company Act.

1. The name of the limited liability company is Leading Medical Solutions, LLC.

2. The address of the registered office of the limited liability company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent for service of process on the limited liability company at such address is National Registered Agents, Inc.

Executed this 7th day of September, 2010.

By:	/s/ Danielle Whitley
Name:	Danielle Whitley
Title:	Authorized Signatory

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:04 PM 11/18/2010

FILED 04:03 PM 11/18/2010

SRV 101103058 - 4868658 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

1. Name of the limited liability company: Leading Medical Solutions, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is Linear Medical Solutions, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 18th day of November, 2010.

By:	/s/ Danielle Whitley
	Danielle Whitley, Authorized Person

EX-3.32

Exhibit 3.32

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF LINEAR MEDICAL SOLUTIONS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of LINEAR MEDICAL SOLUTIONS, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “Linear Medical Solutions, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a)     The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)     Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a)     the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a) Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
LINEAR HOLDINGS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
LINEAR MEDICAL SOLUTIONS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
Linear Holdings, LLC		100		100	%

EX-3.33

Exhibit 3.33

ARTICLES OF INCORPORATION

OF

PSS WORLD MEDICAL, INC.

The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation:

Article I

Name

Section 1.1. Name. The name of this corporation shall be PSS World Medical, Inc.

Article II

Principal Office and Mailing Address

Section 2.1. Principal Office and Mailing Address. The principal place of business and mailing address of this corporation shall be 7800 Belfort Parkway, Suite 250, Jacksonville, Florida 32256.

Article III

Capital Stock

Section 3.1. Capital Stock. The maximum number of shares of stock which this corporation is authorized to have outstanding at any one time is Seven Thousand (7,000) shares of common stock having a par value of One Dollar ($1.00) per share.

Section 3.2. Restriction on Transfer of Stock. The shareholders may, by bylaw provision, by shareholders’ agreement recorded in the minute book or by endorsement on each stock certificate, impose such restrictions on the sale, transfer, or encumbrance of the stock of this corporation as they may see fit.

Article IV

Initial Registered Agent and Address

Section 4.1. Name and Address. The name and street address of the initial registered agent of this corporation is:

Fred Elefant

1650 Prudential Drive, Suite 105

Jacksonville, Florida 32207

Article V

Incorporator

Section 5.1. Name and Address. The name and street address of the incorporator of this corporation is:

Fred Elefant

1650 Prudential Drive, Suite 105

Jacksonville, Florida 32207

Article VI

Duration

Section 6.1. Duration. This corporation shall exist perpetually. Corporate existence shall commence on the date these Articles are executed, October 28, 1996, except that if they are not filed by the Department of State of the State of Florida within five days, exclusive of legal holidays, after they are executed, corporate existence shall commence upon filing by the Department of State.

Article VII

Purposes

Section 7.1. Purposes. This corporation is organized for the purpose of transacting any or all lawful business permitted under the laws of the United States of America and of the State of Florida.

Article VIII

Directors

Section 8.1. Number. This corporation shall have two (2) directors initially. The number of directors may be increased or diminished from time to time as provided in the bylaws, but shall never be less than one (1).

2

Section 8.2. Initial Directors. The names and street addresses of the initial directors of the corporation are:

Patrick Kelly

7800 Belfort Parkway, Suite 250

Jacksonville, Florida 32256

Fred Elefant

1650 Prudential Drive, Suite 105

Jacksonville, Florida 32207

Section 8.3. Compensation. The board of directors is hereby specifically authorized to make provision for reasonable compensation to its members for their services as directors, and to fix the basis and conditions upon which such compensation shall be paid. Any directors of the corporation may also serve the corporation in any other capacity and receive compensation therefor in any form.

Section 8.4. Indemnification. The board of directors is hereby specifically authorized to make provision for indemnification of directors, officers, employees and agents to the full extent permitted by law.

Article IX

Bylaws

Section 9.1. Bylaws. The initial bylaws of this corporation shall be adopted by the directors. Bylaws shall be adopted, altered, amended or repealed from time to time by either the shareholders or the board of directors, but the board of directors shall not alter, amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the directors.

Article X

Amendment

Section 10.1. Amendment. This corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, and any right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation the 28th day of October, 1996.

/s/Fred Elefant

FRED ELEFANT, Incorporator

3

CERTIFICATE DESIGNATING REGISTERED OFFICE AND REGISTERED

AGENT FOR THE SERVICE OF PROCESS WITHIN FLORIDA

In compliance with Sections 48.091, 607.0501 and 607.0505, Florida Statutes, the following is submitted:

PSS WORLD MEDICAL, INC., desiring to organize or qualify under the laws of the State of Florida hereby designates FRED ELEFANT as its registered agent to accept service of process within the State of Florida and the address of its registered office shall be 1650 Prudential Drive, Suite 105, Jacksonville, Florida 32207.

DATED this 28th day of October, 1996.

/s/Fred Elefant

FRED ELEFANT, Incorporator

Having been named as registered agent to accept service of process for the above stated corporation, at the place designated in this certificate, I hereby agree to accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

DATED this 28th day of October, 1996.

/s/Fred Elefant

FRED ELEFANT

4

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF PSS WORLD MEDICAL, INC.

1.

The name of the corporation is PSS World Medical, Inc.

2.

Article I of the Articles of Incorporation of the corporation is hereby deleted in its entirety and the following new Article I is hereby substituted in its place.

“ARTICLE I. NAME

The name of the corporation is Physician Sales & Service, Inc. (hereinafter referred to as the “Corporation”).”

3.

The date of the foregoing amendments’ adoption was March 26, 1998.

4.

The foregoing amendment was duly approved by the sole shareholder of the corporation on March 26, 1998.

IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be duly executed as of March 26, 1998.

/s/ Patrick C. Kelly

Patrick C. Kelly

Chairman of the Board and Chief Executive Officer

EX-3.34

Exhibit 3.34

BYLAWS OF

PHYSICIAN SALES & SERVICE, INC.

A FLORIDA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Florida Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

i

Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

ii

ARTICLE I

OFFICES AND RECORDS

Section 1.1 Florida Office. The registered office of Physician Sales & Service, Inc. (the “Corporation”) in the State of Florida shall be located at 515 E. Park Avenue, Tallahassee, Florida 32301. The registered agent at such address is NRAI Services, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Florida Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders

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sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Florida Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Florida Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Florida Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Florida Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Business Corporation Act.

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Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.35

Exhibit 3.35

CERTIFICATE OF LIMITED PARTNERSHIP

OF

PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP

The undersigned General Partner of Physician Sales & Service Limited Partnership, a limited partnership formed pursuant to the Florida Revised Uniform Limited Partnership Act (§§ 620 101- 620 192 Florida Statutes), hereby certifies the following

1    The name of the limited partnership is Physician Sales & Service Limited Partnership

2    The registered agent for service of process at the registered office of the limited partnership is Fred Elefant. The registered office of the limited partnership is located at DuPont Center, 1650 Prudential Drive, Suite 105, Jacksonville, Florida 32207

3    The sole General Partner of the limited partnership is Physician Sales & Service, Inc, a Florida corporation with its principal office located at 4345 Southpoint Boulevard, Jacksonville, Florida 32256

4    The mailing address for the limited partnership is 4345 Southpoint Boulevard, Jacksonville, Florida 32256

5    The latest date upon which the limited partnership shall be dissolved is December 31, 2030

The undersigned declares under penalties of perjury that the matters set forth in this Certificate of Limited Partnership are true and correct

Dated March 31, 1997

PHYSICIAN SALES & SERVICE, INC. General Partner
By	/s/ David A. Smith
	Name	David A. Smith
	Title	EVP & CFO

Exhibit 3.35

Having been named as registered agent and to accept service of process for Physician Sales & Service Limited Partnership at the place designated in this Certificate Limited Partnership, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and 1 am familiar with and accept the obligations of my position as registered agent.

/s/ Fred Elefant

Fred Elefant

EX-3.36

Exhibit 3.36

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP

April 2, 1999

THE LIMITED PARTNERSHIP INTERESTS IN PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP (THE “INTERESTS”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 14 OF THIS AGREEMENT AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF. THEREFORE, PURCHASERS OF THE INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS HAVE NOT BEEN REGISTERED (i) UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR (ii) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), AND NEITHER THE INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF ARTICLE 14 OF THIS AGREEMENT AND (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED, AND (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE FEDERAL ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE FEDERAL ACT OR FOR WHICH SUCH REGISTRATION OTHERWISE IS NOT REQUIRED.

Exhibit 3.36

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP (the “Partnership”), dated this 2^nd day of April, 1999, is made and entered into by and between PSS WORLD MEDICAL, INC., a Florida corporation (the “General Partner”) and PSS HOLDING, INC., a Florida corporation (the “Limited Partner”) (the General Partner and Limited Partner are hereinafter collectively referred to as “Partners”).

IN CONSIDERATION of the mutual covenants and agreements set forth below, the parties agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended:

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(a) Such Capital Account shall be increased to reflect the amounts, if any, which such Partner is obligated to restore to the Partnership or is deemed to be obligated to restore pursuant to Regulations §§ 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1)(ii) and 1.704-2(i)(5);

(b) Such Capital Account shall be reduced to reflect any items described in Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5) and (6);

(c) If such Adjusted Capital Account Deficit is being determined as of the last day of a fiscal year for purposes of Section 4.2.3 hereof, then such Capital Account shall be adjusted to reflect the allocation to such Partner of all amounts required to be allocated to such Partner for such fiscal year under Article IV hereof (other than Section 4.1);

(d) If such Adjusted Capital Account Deficit is being determined as of the last day of a fiscal year for purposes of Section 4.2.5 hereof, then such Capital Account shall be adjusted to reflect, the tentative allocation to such Partner of all amounts that would be required to be allocated to such Partner for such fiscal Year if neither Section 4.2.5 nor Section 4.2.4 were a part of this Agreement; and

(e) If such Adjusted Capital Account Deficit is being determined as of the last day of a fiscal year for purposes of Section 4.2.4 hereof, then such Capital Account shall be adjusted to reflect the tentative allocation to such Partner of all amounts that would be required to be allocated to such Partner for such fiscal year if neither Section 4.2.4 nor Section 4.2.5 were a part of this Agreement.

“Affiliate” shall mean with respect to a specified person or entity, a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.

“Assignee” means a person or entity to whom all or a portion of a Partnership Interest has been transferred, by transfer or assignment, in a manner permitted under this Agreement but who has not been admitted to the Partnership as a Substitute Limited Partner or a General Partner.

“Capital Account” means with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i) To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partners’ distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 4.2 hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner;

(ii) To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 4.2 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership;

(iii) In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement and such transfer does not terminate the Partnership under Code section 708(b)(1)(B), the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest; and

(iv) In determining the amount of any liability for purposes of subpart (i) and (ii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations §1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. The General Partner is empowered to make modifications to the manner in which Capital Accounts are computed if it is determined that such adjustments are necessary in order to comply with such Regulations, provided that such adjustments are not likely to have a material effect on the amounts distributable to a Partner hereunder upon the dissolution of the Partnership in accordance with Article XIV. The General Partner shall also make any adjustments that are necessary or appropriate to maintain the Capital Amounts of the Partners in accordance with Regulations §1.704-1(b)(2)(iv)(g).

“Capital Contributions” shall mean with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Partnership Interest held by such Partner pursuant to the terms of this Agreement.

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“Certificate” shall mean the valid Certificate of Limited Partnership of the Partnership, duly filed with the Office of the Secretary of State of Florida as it may from time to time be amended and restated, in accordance with (and in all respects sufficient in form and substance under) the Florida Act.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Depreciation” shall mean, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Partners.

“Florida Act” shall mean the Florida Revised Uniform Limited Partnership Act, as amended from time to time.

“Gain or Loss on Sale” shall mean the net gain or loss realized on a sale of any significant portion of the Property.

“General Partner” shall mean PSS World Medical, Inc., a Florida corporation.

“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership;

(ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution after the date hereof; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Property; and (c) the liquidation of the Partnership within the meaning of Regulations Section l.704-1(b)(2)(ii)(g); provided however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and

(iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section

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734(b) or Code Section 743(b) but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m); provided however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.15(iv) to the extent the General Partner determines that an adjustment pursuant to Section 1.14(ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subpart (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparts (i), (ii) or (iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“Gross Revenues” means

(i) with respect to the Property, for any calendar month, all revenues of any kind or description received during such calendar month by or on behalf of the owner of said Property from the operation of, or arising out of, or relating to said Property, and shall include, but not be limited to, all sales and use taxes collected by or on behalf of the owner of said Property, any refunds and rebates of federal, state or local taxes or assessments previously paid by the owner of said Property, the proceeds of any insurance policies specifically paid to or for the account of the owner of said Property to reimburse it for loss of business revenues (but excluding any and all proceeds from the sale of immovable or real property, sales proceeds, condemnation proceeds and insurance proceeds from policies for casualty, property or other similar insurance to the extent that such proceeds are required (a) to be paid to a mortgagee under the terms of a mortgage encumbering said Property; or (b) to be applied for the cost of repairing or restoring said Property), and any and all other income, revenues, earnings or cash flow generated by or received on account of the Property; and

(ii) with respect to any Partnership, for any calendar month, all revenues, income, earnings, or cash flow of any kind or description received during such calendar month by or on behalf of such Partnership in respect of Property or Assets owned by such Partnership, provided that in no event shall the definition of “Gross Revenues” include loan proceeds.

“Income before Income Taxes” shall mean income before income taxes after giving effect to, among other things, depreciation, amortization and interest determined on an accrual basis of accounting in accordance with generally accepted accounting principles.

“Limited Partner” shall mean PSS Holding, Inc., a Florida corporation.

“Limited Partnership Interests” shall mean the Interests owned by the Limited Partner.

“Majority in Interest” shall mean Partners owning more than fifty percent (50%) of the Partnership Interests in issue.

“Net Operating Income” means, for any period, the Gross Revenues from Partnership operations less the portion thereof used to pay all Operating Expenses for such period. “Net Operating Income” shall not be reduced by depreciation and amortization.

“Operating Expenses” means, with respect to the Partnership for any period, all costs and expenses paid or incurred during such period by the Partnership in the ordinary course of its business, including but not limited to, debt payments, capital improvements, amounts used to replenish and fund the Reserves, attorneys’ fees, accounting fees, and the direct expenses incurred by the corporate management team in connection with the operation of the Partnership.

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“Partners” shall refer, collectively, to the General Partner and the Limited Partner. Reference to a “Partner” shall be to any one of the Partners.

“Partnership” shall mean Physician Sales & Service Limited Partnership, which is the limited partnership established by this Agreement.

“Partnership Agreement” or “Agreement” means this Amended and Restated Limited Partnership Agreement, as it may be amended, restated or supplemented from time to time.

“Partnership Interest” or “Interest” means the ownership rights of a Partner in this Partnership and shall be 10% for the General Partner and 90% for the Limited Partner. In the event any Partnership Interest is transferred in accordance with the provisions of this Agreement, the transferee of such interest shall succeed to the Partnership Interest, in whole or in part as the case may be, of its transferor to the extent it relates to the transferred Interest.

“Person” means any individual, partnership, corporation, trust, unincorporated association, joint venture or other entity or any government or any agency or political subdivision thereof or any other form of entity.

“Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items if income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.31 shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is adjusted, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period; and

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(vi) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 4.2 hereof shall not be taken into account in-computing Profits or Losses.

“Property” shall mean all assets owned by the Partnership and forming a part of or in any way related to or used in connection with the ownership, operation, management of the business of the Partnership including, without limitation, all real and personal property.

“Regulations” shall mean the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Reserves” means, with respect to any period, the amount of funds set aside for, or amounts allocated during such period for the purpose of (i) funding reserves for contingent liabilities, incurred but not reported liabilities, working capital, repairs, replacements or renewals, and (ii) paying taxes, insurance, debt service, including principal and interest on any Partner Loans, or other costs or expenses incident to the ownership or operation of the Partnership or otherwise deemed by the General Partner necessary to meet the current or anticipated future needs of the Partnership.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, or otherwise dispose of.

“Withdrawal” when used with reference to the General Partner, shall occur upon:

(i) The resignation or retirement of the General Partner from the Partnership;

(ii) The transfer, sale, assignment, pledge, encumbrance or other disposition of the General Partner’s Interest in the Partnership; provided, however, that any transfer of the General Partner’s interest if permitted in Article IX hereof shall be excluded; or

(iii) The bankruptcy, liquidation or dissolution of the General Partner.

For purposes of this definition, “bankruptcy” of the General Partner shall be deemed to occur if the General Partner is voluntarily adjudicated as bankrupt or insolvent, or seeks, consents to or does not contest the appointment of a receiver or trustee for itself or for all or any part of its property, or files a petition seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of the United States or any state or any other competent jurisdiction, or makes a general assignment for the benefit of creditors, or admits in writing an inability to pay its debts as they may mature, or a petition is filed against such General Partner seeking relief under the bankruptcy, arrangement, reorganization or other debtor relief laws of the United States or any state, or a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of such General Partner, a receiver or trustee for it, or for all or any part of its property, and such petition, order, judgment or decree shall not be discharged or stayed within a period of ninety (90) days after its entry.

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For purposes of this Agreement, “withdraw” shall mean the taking or suffering of any action constituting a Withdrawal, Withdrawal shall not include an assignment, pledge, encumbrance or transfer of the General Partner’s interest in the Partnership to any entity as collateral security for any loans made to the Partnership, directly or indirectly, by such entity or any financial institution.

ARTICLE II

FORMATION OF THE PARTNERSHIP

2.1 Formation. The Partnership constitutes a limited partnership formed pursuant to the Florida Act and other applicable laws of the State of Florida. The General Partner shall promptly file the Certificate, and when required, such amendments or restatements thereto, in such public offices in the State of Florida or elsewhere as may be required by the business of the Partnership as shall be required to give effect to the provisions of this Agreement and the Certificate, or such amendments and restatements thereto, and to preserve the character of the Partnership as a limited partnership.

2.2 Name. The Partnership is and shall be conducted under the name “PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP” or such other name as the General Partner and the Limited Partner shall mutually agree.

2.3 Principle Office. The principle office and place of business of the Partnership shall be 4345 Southpoint Boulevard, Jacksonville, Florida 32216.

2.4 Initial Registered Agent. The initial registered agent for service of process at the registered office of the Partnership shall be Fred Elefant. The registered office of the Partnership shall be located at DuPont Center, Suite 105, 1650 Prudential Drive, Jacksonville, Florida 32207.

2.5 Purpose. The purposes of the Partnership shall be as follows:

(i) To serve as a distributor of medical equipment and supplies.

(ii) To exercise all powers necessary or reasonably related to the Partnership’s business that may be legally exercised by limited partnerships under the Florida Act; and

(iii) To engage in all activities necessary, customary, convenient or incident to such purpose.

2.6 Statutory Compliance. The Partnership shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Florida. The Partners shall make all filings and disclosures required by, and shall otherwise comply with, all such laws. The Partners shall execute and file such other documents and instruments as may be necessary or appropriate with respect to the formation of, and the conduct of business by, the Partnership.

2.7 Title to Partnership Property. All property owned by the Partnership shall be owned by the Partnership as an entity and, insofar as permitted by applicable law, no Partner shall have any ownership interest in Property in its individual name or right, and each Partner’s Interest in the Partnership shall be personal property for all purposes.

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2.8 Commencement and Term. The Partnership shall commence on the date the Certificate is filed with the Office of the Secretary of State of Florida. The term of the Partnership shall continue until December 31, 2030 unless sooner terminated or dissolved in accordance with the provisions of this Agreement or as otherwise provided by law.

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions. The Partners have each contributed the amounts and shall have the Capital Accounts Balances set forth on Exhibit A.

3.2 Additional Capital Contributions. No Partner shall be required to make an additional Capital Contribution without the consent of all Partners.

3.3 Other Matters.

3.3.1 Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of its Capital Contributions from the Partnership without the consent of all Partners. Furthermore, no Partner shall have the right to receive property other than cash except as may be specifically provided herein.

3.3.2 No Partner shall receive any interest, salary, or drawing with respect to its Capital Account or for services rendered on behalf of the Partnership or otherwise in its capacity as a Partner, except as otherwise provided in this Agreement.

3.3.3 Except as otherwise provided by this Agreement, no Limited Partner shall be liable for the debts, liabilities, contracts, or any other obligations of the Partnership or be required to lend funds to the Partnership. The General Partner shall not have any personal liability for the repayment of any Capital Contributions of any Limited Partner.

ARTICLE IV

ALLOCATIONS OF PROFIT AND LOSS

4.1 Profits and Losses. Except as otherwise provided in this Article IV, any Profits or Losses recognized by the Partnership in any fiscal year shall be allocated among Partners as follows:

4.1.1 Profits. Profits shall be allocated as follows:

(a) First, to the Partners, in proportion to and to the extent of, the amount by which zero exceeds their respective Capital Account balances as of the last day of the fiscal year (the “Last Day”); then

(b) To the Partners in proportion to their Partnership Interests.

4.1.2 Losses. Losses shall be allocated among the Partners as follows:

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(a) First, to the Partners to the extent of and in proportion to their positive balances in their Capital Accounts; and

(b) Second, among the Partners in proportion to their Partnership Interests.

4.2 Special Allocation Rules.

4.2.1 Allocable Cash Basis Items. Any “allocable cash basis item” of the Partnership (as defined in Section 706(d) of the Code) for any fiscal year that is required to be allocated to the Partners in the manner provided in Section 706(d) of the Code shall be allocated to the Partners in the manner so required.

4.2.2 Section 704(c) Allocation. In accordance with Code Section 704(c) and the Treasury Regulations thereunder and with Section 1.704-1(b)(2)(iv)(f)(4) and 1.704-1(b)(4)(i) as contemplated by Section 1.704-1(c)(3) of the Treasury Regulations, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership or property revalued on the Partnership’s books and in the Capital Accounts shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

4.2.3 Limitation on Allocation of Losses. Notwithstanding the provisions of Section 4.1 hereof, if the amount of Losses that would otherwise be allocated to a Partner in any fiscal year under Section 4.1 hereof would cause or increase a Partner’s Adjusted Capital Account Deficit as of the Last Day, then a proportionate part of such Losses equal to such excess shall be allocated to the other Partners to the extent such allocation can be made without violating the provisions of this Section 4.2.3 with respect to such other Partners, and the remainder of such Losses, if any, shall be allocated to the General Partner.

4.2.4 Qualified Income Offset. Notwithstanding any provision hereof to the contrary, if a Partner unexpectedly receives in any fiscal year any adjustment, allocation or distribution described in Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and if a Partner has an Adjusted Capital Account Deficit as of the last day of such fiscal year, then all items of income and gain of the Partnership (consisting of a pro rata portion of each item of Partnership income and gain) for such fiscal year (and, if necessary, for subsequent fiscal years) shall be allocated to the Partner in the amount and in the manner necessary to eliminate such Adjusted Capital Account Deficit as quickly as possible.

4.2.5 Gross Income Allocation. Notwithstanding any provision hereof to the contrary, if a Partner has an Adjusted Capital Account Deficit as of the last day of any fiscal year, then all items of income and gain of the Partnership (consisting of a pro rata portion of each item of Partnership income and gain, including gross income) for such fiscal year shall be allocated to such Partner in the amount and in the manner necessary to eliminate such Adjusted Capital Account Deficit as quickly as possible.

4.2.6 Minimum Gain Chargeback. Notwithstanding any provision hereof to the contrary, any item of Partnership income or gain for any fiscal year (or any portion of any such item) that is required to be allocated to the Partners under Treasury Regulations. §§ 1.704-2(f) or 1.704-2(i)(4) shall be allocated to the Partners for such fiscal year in the manner so required by such Regulations.

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4.2.7 Partner Nonrecourse Deductions. Notwithstanding any provision hereof to the contrary, any item of Partnership loss, deduction or expenditure described in Section 705(a)(2)(B) of the Code for any fiscal year (or any portion of any such item) that is required to be allocated to the Partners under Treasury Regulations § 1.704-2(i)(1) shall be allocated to the Partners for such fiscal year in the manner so required by such Regulation, including Regulation §1.704-2(j)(2).

4.2.8 Curative Allocations. The allocations set forth in subsections 4.2.3, through 4.2.7 of this Section 4.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. Notwithstanding any other provision of this Article IV other than the Regulatory Allocations, the Regulatory Allocations shall be taken into account in allocating Profits, Losses and items of Partnership income, gain, loss and deduction to the Partners so that, to the extent possible, the net amount of such allocations of Profits, Losses and other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

4.2.9 Special Allocation of Tax Benefit. It is hereby recognized, acknowledged and agreed that each Partner’s interest in the Profits and Losses and Gain and Loss on Sale of the Partnership is attributable solely to such Partner’s contributions to the capital of the Partnership. In the event, however, that any Partner is determined to have received all or any part of such Partner’s interest in the Profits and Losses and Gain and Loss on Sale of the Partnership (as distinguished from such Partner’s interest in the capital of the Partnership) as compensation for services, and, as a result of such determination, is required to recognize compensation income for federal and/or state income tax purposes with respect to such interest in the Partnership, any corresponding federal and/or state income tax benefit inuring to the Partnership as a result of such determination, whether in the form of a deduction for compensation paid, a deduction for depreciation or amortization of any asset of the Partnership, a reduction in the gain required to be recognized by the Partnership upon a sale of any of its assets, or otherwise, shall be allocated for income tax purposes solely to the Partners required to recognize such compensation income in an amount to each such Partner equal to the amount which bears the same ratio to any such income tax benefit as the amount of such compensation income required to be recognized by such Partner bears to the total amount of such compensation income required to be recognized by all of such Partners.

4.2.10 Transfer of Partnership Interests. If one or more Partnership Interest(s) are transferred during any fiscal year of the Partnership, the Partnership income or loss attributable to such Partnership Interest(s) for such fiscal year shall be allocated between the transferor and the transferee in any manner permitted by law as they shall agree; provided, however, that if the Partnership does not receive on or before January 31 of the year following the year in which the transfer occurs written notice stating the manner in which such parties have agreed to allocate such Partnership income or loss, then all such Partnership income or loss shall be allocated between the parties based on the percentage of the year each party was, according to the books and records of the Partnership, the owner of record of the Partnership interest(s) transferred during that year.

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4.3 General Rules.

4.3.1 Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction for federal and state income tax purposes, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year.

4.3.2 For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

4.4 Power of General Partner to Vary Allocations of Profits and Losses. It is the intent of the Partners that each Partner’s allocable share of Profits and Losses shall be determined and allocated in accordance with the provisions of this Article IV to the fullest extent permitted by Section 704(b) of the Code, or its statutory successor. However, if the Partnership is advised that the allocations provided in this Article IV will not be respected for Federal income tax purposes, the allocation provisions of this Agreement shall be amended, on advice of accountants or legal counsel, in the manner and to the extent in the best interest and consistent with the economic sharing of the Partners, but in no event shall such reallocation be greater than the minimum reallocation necessary so that the allocation in this Article IV will be respected for Federal income tax purposes.

ARTICLE V

DISTRIBUTIONS

5.1 Net Operating Income. Except as provided in Article XIV or Section 5.4 relating to the dissolution of the Partnership, any distribution of Net Operating Income (less necessary and appropriate Reserves) approved by the General Partner shall be distributed, subject to the provisions of Section 6.7.3, to the Partners in proportion to their Partnership Interests.

5.2 Distribution Among Partners. If any Interest in the Partnership is sold, assigned or transferred in accordance with the terms of this Agreement during any accounting period, then all distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee.

5.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to the Partners shall be treated as amounts distributed to the Partners pursuant to this Article V for all purposes under this Agreement.

5.4 Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Partnership, subject to (i) the requirement of Section 14.2 hereof, (ii) the payment of all liabilities of the Partnership, including any debts owed to a Partner, and (iii) the establishment of such Reserves as are reasonably necessary for any contingent or unforeseen liabilities or obligations, the proceeds from such liquidation shall be distributed, as expeditiously as possible, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

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5.5 In Kind Distributions. If any assets of the Partnership shall be distributed in kind, such assets shall be distributed to the Partners entitled thereto as tenants-in-common in the same proportions as such Partners would have been entitled to cash distributions or in such other manner as the Partners shall mutually agree.

5.6 Standards. The methods hereinabove set forth by which distributions and allocations are made are hereby expressly consented to by each Partner as an express condition to becoming a Partner.

ARTICLE VI

THE GENERAL PARTNER

6.1 Authority and Obligations of General Partner. Except as expressly limited by the provisions of this Agreement, the General Partner shall have the sole and exclusive right to manage and control, and shall have complete and exclusive discretion in the management and control of the affairs and business of the Partnership and shall have all powers necessary, convenient or appropriate to carry out the purposes and business of the Partnership and shall possess and enjoy with respect to the Partnership all of the rights and powers of a general partner of a limited partnership to the extent permitted by the Florida Act, including, without limitation, the right and power to:

(i) acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(ii) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(iii) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of Property, or in connection with managing the affairs of the Partnership, including entering into management agreements for the management of the Partnership and other agreements with Affiliates of the Partnership, provided such agreements are arms length transactions, and executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Partner to the General Partner;

(iv) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Property;

(v) advance funds on behalf of the Partnership for cash management purposes or borrow money and issue evidences of indebtedness in furtherance of any of the purposes of the Partnership and to prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property, and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property;

(vi) care for and distribute funds to the General Partner and the Limited Partner by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

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(vii) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

(viii) engage in any activity necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;

(ix) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and

(x) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, in connection with, or incidental to this Agreement, and to engage counsel or others in connection therewith.

6.2 Tax Matters Partner. The General Partner shall be the “Tax Matters Partner” of the Partnership within the meaning of Code Section 6231. By the execution of this Agreement, each Limited Partner hereby appoints and agrees to the designation of the General Partner as the Tax Matters Partner. In serving as the Tax Matters Partner, the General Partner shall incur liability only as set forth in Section 6.7 and shall be entitled to the indemnification contained in Article VII.

6.3 Right to Rely on General Partner. The exercise of any power conferred by this Agreement on the General Partner shall serve to bind the Partnership and constitute the act of the Partnership. Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by any General Partner as to:

(i) the identity of any General Partner or Limited Partner;

(ii) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by a General Partner or which are in any other manner germane to the affairs of the Partnership;

(iii) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

(iv) any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

6.4 Restrictions on Authority of General Partner.

6.4.1 Without the consent of Limited Partner, the General Partner shall have no authority to:

(i) do any act in contravention of this Agreement:

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(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;

(iii) possess Property, or assign rights in specific Property, for other than a Partnership purpose;

(iv) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;

(v) file a voluntary petition or otherwise initiate proceedings to have the Partnership adjudicated insolvent or seeking an order for relief of the Partnership as debtor under the United States Bankruptcy Code (11 U.S.C. §§101 et seq.), or file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Partnership; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Partnership or of all or any substantial part of the properties and assets of the Partnership, or make any general assignment for the benefit of creditors of the Partnership, or admit in writing the inability of the Partnership to pay its debts generally as they become due, or declare or effect a moratorium on the Partnership’s debt or take any action in furtherance of any action; or

(vi) amend this Agreement except as permitted by Article XII;

(vii) become a surety, guarantor, endorser or accommodation endorser for any other Person on behalf of the Partnership; or

(viii) make a confession of judgment against the Partnership for the benefit of any creditor.

6.5 Duties and Obligations of General Partner.

6.5.1 The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Florida and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged and (ii) for the accomplishment of the Partnership’s purposes, including the development, maintenance, preservation, and operation of the Property in accordance with the provisions of this Agreement and applicable laws and regulations.

6.5.2 The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder, but the General Partner shall not be required to devote full time to the performance of such duties.

6.6 Liability of General Partner. The General Partner and all officers, directors, and stockholders of the General Partner shall not be liable to the Partnership or to the Limited Partner or Assignees for any losses sustained or liabilities incurred as a result of any act or omission of the General Partner or any such officer, director, or stockholder if: the conduct of such General Partner or such officer, director, or stockholder did not constitute fraud, gross negligence, or

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willful or wanton misconduct. Except as otherwise specifically set forth herein, the General Partner shall not be liable to the Limited Partner because any taxing authorities disallow or adjust income, deductions or credits in a Partnership income tax return. For purposes of this Agreement, any act or omission, if done or omitted to be done in reliance, in whole or in part, upon the advice of independent legal counsel or independent public accountants selected with reasonable care, will be presumed to have been done or omitted to be done in good faith and not to constitute gross negligence or willful or wanton misconduct.

6.7 Compensation and Loans.

6.7.1 Expenses. The General Partner may charge the Partnership for any direct expenses reasonably incurred in connection with the Partnership’s business.

6.7.2 Loans to the Partnership. Any Person may, with the consent of the General Partner, lend or advance money to the Partnership. If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership (the “Partner Loan”). The amount of any such loan or advance by a lending Partner shall be repayable out of the Partnership’s cash and shall bear interest at such rate as the General Partner and the lending Partner shall agree. If a General Partner is the lending Partner, the rate of interest shall be determined by the General Partner taking into consideration, without limitation, prevailing interest rates and the interest rates such General Partner is required to pay in the event such General Partner has itself borrowed funds to loan or advance to the Partnership. None of the Limited Partner shall be obligated to make any loan or advance to the Partnership. Each Partner Loan shall accelerate and become immediately due and payable upon the dissolution of the Partnership or upon the occurrence of such other events set forth in the promissory note evidencing any such loan.

6.8 Operating Restrictions.

6.8.1 All Property in the form of cash not otherwise invested shall be deposited in one or more accounts maintained in such financial institutions as the General Partner shall determine or shall be invested in short-term liquid securities or shall be left in escrow and withdrawals shall be made only in the regular course of Partnership business on such signature or signatures as the General Partner may determine from time to time.

6.8.2 The signature of any General Partner shall be necessary and sufficient to convey title to any real property owned by the Partnership or to execute any promissory notes, trust deeds, mortgages, or other instruments of hypothecation, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of any General Partner shall be sufficient to execute any “statement of partnership” or other documents necessary to effectuate this or any other provision of this Agreement. All of the Partners do hereby appoint each General Partner as their attorney-in-fact for the execution of any or all of the documents described herein.

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ARTICLE VII

LIMITED PARTNER

7.1 Limitation on Limited Partner’s Liabilities. The Limited Partner shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership or the General Partner beyond the amount contributed by the Limited Partner to the capital of the Partnership, the Limited Partner’ share of the accumulated but undistributed Net Operating Income and the amount of any distribution (including the return of any Capital Contribution) made to the Limited Partner that must be returned to the Partnership pursuant to applicable law.

7.2 No Control of Business or Right to Act for Partnership. The Limited Partner shall take no part in the management, conduct or control of the business of the Partnership and shall have no right or authority to act for or to bind the Partnership.

7.3 No Priority. Except as otherwise specifically set forth herein, the Limited Partner shall not have the right to demand or receive property other than cash in return of his Capital Contribution or as a distribution pursuant to Section IV hereof.

7.4 Voting Rights. The Limited Partner shall only have the right to vote on matters explicitly set forth in this Agreement.

7.5 Effect of Bankruptcy, Death or Incompetency of Limited Partner. The bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Limited Partner shall not cause the termination or dissolution of the Partnership and the business of the Partnership shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Limited Partner shall have all the rights of such Limited Partner for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such Assignee as a Substitute Limited Partner. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Partnership Interest shall be subject to all of the restrictions hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Limited Partner.

ARTICLE VIII

INDEMNIFICATION OF GENERAL PARTNER

8.1 Generally.

8.1.1 The Partnership, its receiver, or its trustee shall indemnify, save harmless, and pay all judgments and claims against any General Partner relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such General Partner in connection with the business of the Partnership, including attorneys’ fees incurred by such General Partner in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

8.1.2 In the event of any action by a Partner against the General Partner, including a Partnership derivative suit, the Partnership shall indemnify, save harmless, and pay all expenses of such General Partner, including attorneys’ fees, incurred in the defense of such action, if such General Partner is successful in such action.

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8.1.3 The Partnership shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the General Partner who for the benefit of the Partnership makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Partnership and who suffers any financial loss as the result of such action.

8.1.4 The General Partner shall not be entitled to indemnification under this Section 8.1 if the conduct of the General Partner constitutes fraud, gross negligence or willful or wanton misconduct. For purposes of this Agreement, any act or omission, if done or omitted to be done in reliance, in whole or in part, upon the advice of independent legal counsel or independent public accountants selected with reasonable care, will be presumed to have been done or omitted to be done in good faith and not to constitute gross negligence or willful or wanton misconduct.

8.2 Insurance. The Partnership may purchase and maintain insurance on behalf of any one or more indemnitees under Section 8.1 and such other persons as the General Partner shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Partnership’s activities, whether or not the Partnership would have the power to indemnify such person against such liability or expense under the provisions of this Agreement. The General Partner and the Partnership may enter into indemnity contracts with Indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 8.2 and containing such other procedures regarding indemnification as are appropriate.

ARTICLE IX

TRANSFER OF INTERESTS

9.1 Restriction on Transfers. Except as otherwise permitted by this Agreement, no Partner shall Transfer all or any portion of his interest in the Partnership.

9.2 Permitted Transfers. Subject to the terms of Section 9.6 hereof, the General Partner or the Limited Partner may Transfer (“Permitted Transfer”) all or any portion of their Partnership Interest with the consent of the other Partner.

9.3 Prohibited Transfers.

9.3.1 Any purported Transfer of Partnership Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided that, if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the Partnership, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Partnership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Partnership Interest may have to the Partnership.

9.3.2 In the case of a Transfer or attempted Transfer of a Partnership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

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9.4 Rights of Unadmitted Assignees. A Person who acquires a Partnership Interest but who is not admitted as a Substitute Partner pursuant to Section 9.5 hereof shall be entitled only to allocations and distributions with respect to such interests in accordance with this Agreement. but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Act or the Agreement.

9.5 Admission of Interest Holders as Partners. Subject to the other provisions of this Article IX, a transferee of Interests may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions:

9.5.1 The Partnership Interest with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer with the approval of the other Partners in the Partnership;

9.5.2 The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request (including, without limitation, amendments to the Certificate) as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof;

9.5.3 The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the Transferred Interests; and

9.5.4 If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement.

ARTICLE X

APPOINTMENT OF THE GENERAL PARTNER AS ATTORNEY-IN-FACT

10.1 General Partner As Attorney-in-Fact. Each Limited Farmer, irrevocably constitutes and appoints the General Partner as such Limited Partner’s true and lawful attorney and agent, with full power and authority in such Limited Partner’s name, place and stead, to execute, acknowledge, deliver, file and record in the appropriate public offices all certificates or other instruments (including without limitation counterparts of this Agreement) which the General Partner deems appropriate to qualify or continue the Partnership as a limited partnership in the jurisdictions in which the Partnership conducts business including all amendments of this Agreement necessary to correct scriveners’ errors.

10.2 Survival of Appointment. The appointment by Limited Partner of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners under this Partnership Agreement will be relying upon the General Partner to act as contemplated by this Partnership Agreement in any filing and other

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action by it on behalf of the Partnership, and shall survive the death or incapacity of any person hereby giving such power and the transfer by a Limited Partner of all or part of his Interest. The foregoing power of attorney of a transferor Partner shall survive such transfer only until such time as the transferee shall have been admitted to the Partnership as a Substitute Limited Partner and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution. Any person dealing with the Partnership may conclusively presume and rely upon the fact that any such instrument executed by such agent and attorney-in-fact is authorized, regular and binding without further inquiry.

ARTICLE XI

BOOK, RECORDS, ACCOUNTING AND REPORTS, AND TAX MATTERS

11.1 Availability. At all times during the existence of the Partnership, the General Partner shall keep or cause to be kept complete and accurate books and records and shall be appropriate and adequate for the Partnership’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments thereto, shall at all times be maintained at the principal place of business of the Partnership or General Partner. Any Partner or his or its duly authorized representative shall have the right at any time to inspect and copy from such books and documents during normal business hours and the General Partner shall not have the right to keep any information relating to the Partnership confidential from a Limited Partner.

11.2 Annual Reports. As soon as practicable after the close of each fiscal year but in no event later than ninety days after the fiscal year, the General Partner shall deliver to each Limited Partner such information as shall be necessary for the Limited Partner to use to prepare its federal and state tax returns and shall deliver to each Limited Partner a financial report of the Partnership for such fiscal year which shall include a balance sheet, a profit and loss statement, a summary of the source and application of Partnership funds, and a determination of individual Capital Accounts.

11.3 Accounting Decisions. All decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made by the General Partner, including the method of accounting (cash or accrual). All such decisions shall be in accordance with generally accepted accounting principles or with the comprehensive method of accounting used for tax purposes. The General Partner may rely upon the advice of the accountants of the Partnership as to whether such decisions are in accordance with such methods.

11.4 Taxable Year and Accounting Method. The Partnership’s taxable and fiscal years shall be the calendar year.

11.5 Tax Elections. In the case of a transfer of all or part of any Interest, at the request of any Partner the Partnership will elect, pursuant to Code Section 754 and pursuant to corresponding provisions of applicable state and local tax laws, to adjust the basis of the Partnership’s assets pursuant to Code Sections 734 and 743 and pursuant to corresponding provisions of state and local tax laws.

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ARTICLE XII

AMENDMENT OF CERTIFICATE OF LIMITED PARTNERSHIP

The Certificate shall be amended without the prior agreement of the Limited Partner whenever required by law or necessary to effect changes of a ministerial nature which do not materially and adversely affect the rights or increase the obligations of the Limited Partner including, without limitation, changes in Partners or their addresses, or the admission of Substitute Limited Partner pursuant to this Agreement.

ARTICLE XIII

MEETINGS

Informational meetings of the Partners shall be called by the General Partner whenever it deems necessary or when requested in writing to do so by the Limited Partner. Any such meeting may be held in person or by telephone conference call.

ARTICLE XIV

DISSOLUTION OF THE PARTNERSHIP

14.1 Events Causing Dissolution. The Partnership shall be dissolved and its affairs wound up on the first to occur of the following:

14.1.1 The General Partner, with the consent of a majority in interest of the Limited Partner, shall determine that the Partnership should be dissolved;

14.1.2 The sale or other disposition by the Partnership of all or substantially all of the assets of the Partnership, unless the Partnership as part of the consideration for any such sale or other disposition acquired a note, in which case the Partnership shall be dissolved following the receipt by it of all required payments pursuant to the terms of such note;

14.1.3 The expiration of the Partnership term pursuant to Article II hereof;

14.1.4 When required by law; or

14.1.5 The Withdrawal or removal of the General Partner, unless the business of the Partnership is continued by the consent of the Majority in Interest of the Partners within 90 days after the Withdrawal and there are at least two Partners.

14.2 Liquidation of Assets and Application of Proceeds. Upon the dissolution and winding up of the Partnership, the General Partner shall distribute the proceeds and undisposed Property as follows:

(i) First, to creditors, including Partners who are creditors, to the extent and in the order of priority provided by law, in satisfaction of liabilities of the Partnership, whether by payment or the making of reasonable provisions for payment of such liabilities; and

(ii) Thereafter, to the Partners in accordance with Section 5.4.

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ARTICLE XV

MISCELLANEOUS

15.1 Notices. All notices, demands, requests, consents or other communications required or permitted to be given or made under this Partnership Agreement shall be in writing and signed by the party giving the same and shall be deemed given or made upon delivery by overnight courier service or three days after being mailed by certified or registered mail, postage prepaid to the intended recipient as indicated at the address set forth on Exhibit A or any other address of which prior written notice has been given.

15.2 Severability. In the event of the invalidity of any provision hereof, same shall be deemed stricken from this Agreement, which shall continue in full force and effect as if the offending provision were never a part hereof.

15.3 Captions. Captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or extend or describe the scope of this Agreement or the intent of any provision hereof.

15.4 Person and Gender. The masculine gender shall include the feminine and neuter genders, the singular shall include the plural and the word “person” shall include a corporation, firm, partnership or other form of association.

15.5 Binding Agreement. Subject to the restrictions on assignment herein contained, the terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the respective Partners.

15.6 Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed under the laws of the State of Florida.

15.7 Entire Agreement. This Agreement, together with the Exhibits hereto, constitutes the entire agreement of the parties hereto with respect to matters set forth herein and supersedes any prior understanding or agreement, oral or written, with respect thereto.

15.8 Agreement in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written.

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PSS WORLD MEDICAL, INC.
By:	/s/ David A. Smith
Name:	David A. Smith
Title:	President and Chief Financial Officer
PSS HOLDING, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Secretary

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EXHIBIT A
Partners’ Names and Addresses	Capital Contributions	Partnership Interests
PSS World Medical, Inc.	Transfer of certain assets related to the sale and distribution of medical supplies and equipment plus $9	1% General Partnership Interest
PSS Holding, Inc.	$891	99% Limited Partnership Interest

EXHIBIT E

Board of Directors Resolutions

WHEREAS, PSS World Medical. Inc., a Florida corporation (the “Company”) had entered into a Credit Agreement (the “Original Credit Agreement”), dated as of February 11, 1999, by and among the Company as borrower thereunder, each of the Lenders therein named, and Bank of America, N.A. (formerly known as NationsBank, N.A.) as Agent and Issuing Lender (the “Agent”);

WHEREAS, on November 14, 2000, the Company, the Agent, and the Lenders entered into a Limited Waiver (the “Limited Waiver”), which waived the compliance by the Company with certain covenants contained in the Original Credit Agreement through December 15, 2000;

WHEREAS, on November 29, 2000, the Company, the Agent, and the Lenders entered into a term sheet (the “Term Sheet”), which included an attached fee letter (the “Fee Letter”), setting forth certain terms relating to the amendment and restatement of the Original Credit Agreement; and

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) deems it to be in the best interests of the Company to execute and deliver an amendment and restatement of the Original Credit Agreement (the “Amended Agreement”) on the terms set forth in the Term Sheet.

NOW THEREFORE, BE IT RESOLVED AS FOLLOWS:

Approval of the Amended Agreement and Related Matters

RESOLVED, that the Amended Agreement substantially on the terms and subject to the conditions set forth in the Term Sheet, and as otherwise described to the Board of Directors, and the continuation of the security interests granted and to be granted thereunder, be and they hereby are approved and adopted, and the Proper Officers of the Company be, and each of them hereby is, authorized, empowered and directed to execute, deliver and perform the Amended Agreement, and all other agreements, documents, instruments and certificates contemplated thereby, with such changes thereto as the Proper Officer executing the Amended Agreement may approve; and be it further

RESOLVED, that the Revolving Notes to be executed by the Company pursuant to the Amended Agreement (the “Revolving Notes”), in substantially the form attached as an exhibit to the Amended Agreement, be, and it hereby are, approved and adopted, and the Proper Officers of the Company be, and each of them hereby is, authorized, empowered and directed to execute, deliver and perform the Revolving Notes with such changes thereto as the Proper Officer executing the Amended Agreement may approve; and be it further

PSS World Medical, Inc. Secretary’s Certificate

Page E-1

EX-3.37

Exhibit 3.37

	State of California Kevin Shelley Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION	File # 2 0 0 5 0 8 1 0 0 1 9                 FILED In the field of the Secretary of State of the State of California JAN 0 6 2005 /s/ Kevin Shelley KEVIN SHELLEY, SECRETARY OF STATE This Space For Filing Use Only
A $70.00 filing fee must accompany this form. IMPORTANT – Read instructions before completing this form.

ENTITY NAME (End the name with the words “Limited Liability Company,” “Ltd. Liability Co.” or the abbreviations “LLC” or “L.L.C”)

1.      NAME OF LIMITED LIABILITY COMPANY

POC Management Group, LLC

PURPOSE (The following statement is required by statute and may not be altered.)

2.      THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.

INITIAL AGENT FOR SERVICES OF PROCESS (if the agent is an individual, the agent must reside in California and both items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 2 must be completed (leave Item 4 blank).

3.      NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

Richard Wolpow

4.      IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA	CITY	STATE	ZIP CODE
3000 W. Warner	Santa Ana	CA	92704
MANAGEMENT (Check only one)
5.      THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: ¨      ONE MANAGER ¨      MORE THAN ONE MANAGER x      ALL LIMITED LIABILITY COMPANY MEMBER(S)
ADDITIONAL INFORMATION
6.      ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGE, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

EXECUTION

7.      I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED

/s/ Craig V. Butler	January 6, 2005
SIGNATURE OF ORGANIZER	DATE
Craig V. Butler, Esq.
TYPE OR PRINT NAME OF ORGANIZER

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)
8.      NAME	[Craig V. Butler, Esq.	]
FIRM	The Lebrecht Group, APLC
ADDRESS	22342 Avenida Empresa, Suite 220r
CITY/STATE/ZIP	[Rancho Santa Margarita, CA 92688	]
LLC-1 (REV 12/2004)			APPROVED BY SECRETARY OF STATE

I hereby certify that the foregoing transcript of 1 page(s) is a full, true and correct copy of the original record in the custody of the California Secretary of State’s office.

Date:	FEB 17 2012
	/s/ Debra Bowen
	DEBRA BOWEN, Secretary of State

EX-3.38

Exhibit 3.38

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF POC MANAGEMENT GROUP, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of POC MANAGEMENT GROUP, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the California Beverly-Killea Limited Liability Company Act (the “California Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the California Act and other applicable laws of the State of California. The Company, shall, when required, file such amendments to or restatements of the Articles of Organization of the Company (the “Articles”), and such other documents and instruments, in such public offices in the State of California or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Articles, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “POC Management Group, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 2875 Michelle Drive, Suite 100, Irvine, California 92606. In addition to its registered office in California, the Company may have other offices and places of business at such places, both within and without the State of California, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the California Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of California. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the California Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to: (a) a third party for participation in tortious conduct, (b) an unlawful distribution, or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the California Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended California Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the California Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the California Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a)     The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)     Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of California and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the California Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) a third party for participation in tortious conduct, (b) an unlawful distribution, or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the California Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended California Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the California Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the California Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the California Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the California Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the California Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the California Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the California Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the California Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a)     the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the California Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the California Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1 Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2 Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of California.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
DISPENSING SOLUTIONS, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
POC MANAGEMENT GROUP, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
Dispensing Solutions, Inc.		100		100	%

EX-3.39

Exhibit 3.39

CHARTER

OF

PROCLAIM, INC.

The undersigned, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1. The name of the corporation is ProClaim, Inc.

2. The duration of the corporation is perpetual.

3. The registered office of the corporation is located at 424 Church Street, Suite 2800, Nashville, Tennessee 37219; the county in which such office is located is Davidson County. The name of its registered agent at that office is William H. Neely.

4. The name and address of the incorporator of the corporation is as follows:

William H. Neely

424 Church Street

Suite 2800

Nashville, Tennessee 37219

5. The address of the principal office of the corporation shall be 1483 North Mount Juliet Road, Suite 193, Mount Juliet, Tennessee 37122.

6. The corporation is for profit.

7. The purpose or purposes for which the corporation is organized are: to engage in any lawful business.

8. The maximum number of shares of common stock which the corporation shall have the authority to issue is one thousand shares (1,000), no par value.

9. Holders of shares of the common stock of the corporation are entitled to receive the net assets of the corporation upon dissolution.

10. A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision does not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for a distribution to shareholders that is unlawful. If Tennessee law is amended or modified to authorize corporate action eliminating or further limiting the personal liability of directors, then the liability of a director of the corporation shall thereupon be eliminated or limited, without the necessity of further amendment of this Charter, to the fullest extent permitted by Tennessee law. Any repeal or modification of the provisions of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

Dated this 9^th day of February, 1993.

/s/ William H. Neely

William H. Neely, Incorporator

EX-3.40

Exhibit 3.40

BYLAWS OF

PROCLAIM, INC.

A TENNESSEE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Tennessee Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Tennessee Office. The registered office of ProClaim, Inc. (the “Corporation”) in the State of Tennessee shall be located at 2300 Hillsboro Road Suite 305, Nashville, Tennessee 37212. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Tennessee Business Corporation Act or the Charter require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Tennessee Business Corporation Act or the Charter require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Charter, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Charter, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Charter or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Tennessee Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Charter, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

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Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Charter or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Charter or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Charter, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

5

or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Charter or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Tennessee Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Tennessee Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Tennessee Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Tennessee Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Tennessee Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Charter, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Business Corporation Act.

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Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Charter; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Charter, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION

OF

PSS HOLDING, INC.

The undersigned, being an individual, does hereby act as Incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Florida Business Corporation Act.

ARTICLE I

NAME

The corporate name for the corporation (hereinafter called the “Corporation”) is PSS Holding, Inc.

ARTICLE II

PRINCIPAL OFFICE

The street address and the mailing address of the principal office of the Corporation is DuPont Center, 1650 Prudential Drive, Suite 105, Jacksonville, Florida 32207.

ARTICLE III

BUSINESS AND ACTIVITIES

The purposes for which the Corporation is organized shall include the authority of the Corporation to engage in any lawful business or activity for which corporations may be organized under the laws of the United States and of the State of Florida.

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock which the Corporation shall have the authority to issue is 1,000 shares of common stock, $.01 par value per share.

ARTICLE V

TERM OF EXISTENCE

The effective date upon which the Corporation shall come into existence shall be the date these Articles of Incorporation are filed with the office of the Secretary of State and it shall exist perpetually thereafter unless dissolved according to law.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The name of the initial registered agent of the Corporation is Fred Elefant, and the street address of the initial registered office of the Corporation In the State of Florida is DuPont Center, 1650 Prudential Drive, Suite 105, Jacksonville, Florida 32207.

The written acceptance of the said initial registered agent, as required by the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part of these Articles of Incorporation.

ARTICLE VII

DIRECTORS

The initial number of directors of the Corporation shall be one (1).

The name and street address of the initial member of the Board of Directors, to hold office until the first annual meeting of the shareholders of the Corporation or until his successor is elected or appointed and has qualified, is as follows:

Fred Elefant

DuPont Center

1650 Prudential Drive, Suite 105

Jacksonville, Florida 32207

ARTICLE VIII

INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation are: Kimberly A. Knight, Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309.

The written acceptance of the said initial registered agent, as required by the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part of these Articles of Incorporation.

THE UNDERSIGNED, being the incorporator named above, for the purpose of forming a corporation pursuant to the Florida Business Corporation Act, does make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand as of this 20th day of March, 1997.

  /s/ Kimberly A. Knight

Kimberly A. Knight

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ACCEPTANCE OF INITIAL REGISTERED AGENT

Having been named as registered agent and to receive service of process for the above states corporation at the place designated in these provisions, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Dated:3-20                , 1997	/s/ Fred Elefant
	Fred Elefant

EX-3.42

Exhibit 3.42

BYLAWS OF

PSS HOLDING, INC.

A FLORIDA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Florida Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Florida Office. The registered office of PSS Holding, Inc. (the “Corporation”) in the State of Florida shall be located at 515 E. Park Avenue, Tallahassee, Florida 32301. The registered agent at such address is NRAI Services, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Florida Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

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Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Florida Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Florida Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Florida Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Florida Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Business Corporation Act.

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Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.43

Exhibit 3.43

ARTICLES OF INCORPORATION

OF

PSS SERVICE, INC.

The undersigned, being an individual, does hereby does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Florida Business Corporation Act.

ARTICLE 1

NAME

The corporate name for the corporation (hereinafter called the “Corporation”) is PSS Service, Inc.

ARTICLE II

PRINCIPAL OFFICE

The street address and the mailing address of the principal office of the Corporation is 4345 Southpoint Boulevard, Jacksonville, Florida 32216.

ARTICLE III

BUSINESS AND ACTIVITIES

The purposes for which the Corporation is organized shall include the authority of the Corporation to engage in any lawful business or activity for which corporations may be organized under the laws of the United States and of the State of Florida.

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock which the Corporation shall have the authority to issue is 1,000 shares of common stock, $.01 par value per share.

ARTICLE V

TERM OF EXISTENCE

The effective date upon which the Corporation shall come into existence shall be the date these Articles of Incorporation are filed with the office of the Secretary of State and it shall exist perpetually thereafter unless dissolved according to law.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The name of the initial registered agent of the Corporation is Fred Elefant, and the street address of the initial registered office of the Corporation in the State of Florida is DuPont Center, 1650 Prudential Drive, Suite 105, Jacksonville, Florida 32207.

The written acceptance of the said initial registered agent, as required by the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part of these Articles of Incorporation.

ARTICLE VII

DIRECTORS

The Initial number of directors of the Corporation shall be one (1).

The name and street address of the initial member of the Board of Directors, to hold office until the first annual meeting of the shareholders of the Corporation or until his successor is elected or appointed and has qualified, is as follows:

David A. Smith

4345 Southpoint Boulevard

Jacksonville, Florida 32216

ARTICLE VIII

INCORPORATOR

The name and address of the incorporator signing these Articles of Incorporation are: Kimberly A. Knight, Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309.

The written acceptance of the said initial registered agent, as required by the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part of these Articles of Incorporation,

THE UNDERSIGNED, being the incorporator named above, for the purpose of forming a corporation pursuant to the Florida Business Corporation Act, does make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand as of this 20th day of March, 1997.

/s/ Kimberly A. Knight

Kimberly A. Knight

-2-

ACCEPTANCE OF INITIAL REGISTERED AGENT

Having been named as registered agent and to receive service of process for the above stated corporation at the place designated in these provisions, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Dated:     3-20            , 1997	/s/ Fred Elefant
	Fred Elefant

EX-3.44

Exhibit 3.44

BYLAWS OF

PSS SERVICE, INC.

A FLORIDA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Florida Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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	Page
Section 4.11 Voting Securities Owned by the Corporation		8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS		8
Section 5.1 Stock Certificates and Transfers		8
ARTICLE VI INDEMNIFICATION		9
Section 6.1 Right to Indemnification		9
Section 6.2 Right to Advancement of Expenses		9
Section 6.3 Right of Indemnitee to Bring Suit		10
Section 6.4 Non-Exclusivity of Rights		10
Section 6.5 Insurance		10
Section 6.6 Other Sources of Indemnification		11
ARTICLE VII MISCELLANEOUS PROVISIONS		11
Section 7.1 Dividends; Reserves		11
Section 7.2 Seal		11
ARTICLE VIII AMENDMENTS		11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Florida Office. The registered office of PSS Service, Inc. (the “Corporation”) in the State of Florida shall be located at 515 E. Park Avenue, Tallahassee, Florida 32301. The registered agent at such address is NRAI Services, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Florida Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

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Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Florida Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Florida Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Florida Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Florida Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Business Corporation Act.

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Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.45

Exhibit 3.45

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

REBEL DISTRIBUTORS CORP.

The undersigned, Destry Setser, hereby certifies that:

1. He is the president and secretary of Rebel Distributors Corp.

2. The Articles of Incorporation of this corporation are amended and restated to read as follows:

ARTICLES OF INCORPORATION

OF

REBEL DISTRIBUTORS CORP.

I.

The name of this corporation is Rebel Distributors Corp.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

This corporation is authorized to issue only one class of shares; and the total number of shares which this corporation is authorized to issue is twenty five thousand (25,000).

IV.

The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V.

This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) to the fullest extent permissible under California law.

VI.

Any repeal or modification of the provisions of Articles IV, V, or this Article VI by the shareholders of the corporation shall not adversely affect any right or protection of a director or agent of this corporation existing at the time of such repeal or modification.

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3. The foregoing amendment and restatement of the Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment and restatement of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number^-of outstanding shares of the corporation is five hundred seventy seven and 35/100 (577.35). The total number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

Dated as of May 1, 2012.

/s/ Destry Setser

Destry Setser, President and Secretary

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EX-3.46

Exhibit 3.46

AMENDED AND RESTATED BYLAWS OF

REBEL DISTRIBUTORS CORP.

A CALIFORNIA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 California Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		2
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		6
Section 4.1 Number and Duties		6
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		7
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION FOR ACTS OR OMISSIONS OCCURING ON OR BEFORE MAY 4, 2012	9
Section 6.1 Indemnification—Third Party Proceedings	9
Section 6.2 Indemnification—Proceedings by or in the Right of the Corporation	10
Section 6.3 Sucessful Defense on Merits	10
Section 6.4 Certain Terms Defined	10
Section 6.5 Advancement of Expenses	11
Section 6.6 Notice of Claim	11
Section 6.7 Enforcement Rights	11
Section 6.8 Assumption of Defense	12
Section 6.9 Approval of Expenses	12
Section 6.10 Subrogation	12
Section 6.11 Exceptions	12
Section 6.12 Partial Indemnification	13
Section 6.13 Coverage	13
Section 6.14 Non-Exclusivity	14
Section 6.15 Severability	14
Section 6.16 Mutual Acknowledgment	14
Section 6.17 Notice to Insurers	14
Section 6.18 Attorneys’ Fees	14
Section 6.19 Notice	14
ARTICLE VII INDEMNIFICATION FOR ACTS OR OMISSIONS OCCURING AFTER MAY 4, 2012	15
Section 7.1 Right to Indemnification	15
Section 7.2 Right to Advancement of Expenses	15
Section 7.3 Right of Indemnitee to Bring Suit	16
Section 7.4 Non-Exclusivity of Rights	16
Section 7.5 Insurance	16
Section 7.6 Other Sources of Indemnification	17
ARTICLE VIII MISCELLANEOUS PROVISIONS	17
Section 8.1 Dividends; Reserves	17
Section 8.2 Seal	17
ARTICLE IX AMENDMENTS	17
Section 9.1 Amendments	17

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 California Office. The registered office of Rebel Distributors Corp. (the “Corporation”) in the State of California shall be located at 2875 Michelle Drive, Suite 100, Irvine, California 92606. The registered agent at such address is National Registered Agents, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of California, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the California General Corporation Law or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the California General Corporation Law or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the California General Corporation Law or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be

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effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or

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removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

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ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

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Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the

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Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

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C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION FOR ACTS OR OMISSIONS OCURRING ON OR BEFORE MAY 4, 2012

Article VI of these Bylaws shall govern acts and omissions by Indemnitees or Indemnitee Agents (as defined in this Article VI below) occurring on or before May 4, 2012.

Section 6.1. Indemnification—Third Party Proceedings. The Corporation shall indemnify any person (as used in this Article VI, the “Indemnitee”) who is or was a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director or officer of the corporation, or any subsidiary of the corporation, and the Corporation may indemnify a person who is or was a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an employee or other agent of the Corporation (as used in this Article VI, the “Indemnitee Agent”) by reason of any action or inaction on the part of Indemnitee or Indemnitee Agent while an officer, director or agent or by reason of the fact that Indemnitee or Indemnitee Agent is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including subject to Section 6.19, attorneys’ fees and any expenses of establishing a right to indemnification pursuant to this Article VI or under California law), judgments, fines, settlements (if such settlement is approved in advance by the Corporation, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee or Indemnitee Agent in connection with such proceeding if Indemnitee or Indemnitee Agent acted in good faith and in a manner Indemnitee or Indemnitee Agent reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, if Indemnitee or Indemnitee Agent had no reasonable cause to believe Indemnitee’s or Indemnitee Agent’s conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee or Indemnitee Agent did not act in good faith and in a manner which Indemnitee or Indemnitee Agent reasonably believed to be in or not opposed to the best interests of the Corporation, or with respect to any criminal proceedings, would not create a presumption that Indemnitee or Indemnitee Agent had reasonable cause to believe that Indemnitee’s or Indemnitee Agent’s conduct was unlawful.

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Section 6.2. Indemnification—Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee and may indemnify Indemnitee Agent if Indemnitee, or Indemnitee Agent, as the case may be, was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee or Indemnitee Agent is or was a director, officer, employee or other agent of the Corporation, or any subsidiary of the Corporation, by reason of any action or inaction on the part of Indemnitee or Indemnitee Agent while an officer, director or agent or by reason of the fact that Indemnitee or Indemnitee Agent is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including subject to Section 6.19, attorneys’ fees and any expenses of establishing a right to indemnification pursuant to this Article VI or under California law) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee or Indemnitee Agent in connection with the defense or settlement of the proceeding if Indemnitee or Indemnitee Agent acted in good faith and in a manner Indemnitee or Indemnitee Agent believed to be in or not opposed to the best interests of the Corporation and its shareholders, except that no indemnification shall be made with respect to any claim, issue or matter to which Indemnitee or Indemnitee Agent shall have been adjudged to have been liable to the Corporation in the performance of Indemnitee’s or Indemnitee Agent’s duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee or Indemnitee Agent is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.

Section 6.3. Successful Defense on Merits. To the extent that Indemnitee or Indemnitee Agent without limitation has been successful on the merits in defense of any proceeding referred to in Sections 6.1 or 6.2 above, or in defense of any claim, issue or matter therein, the Corporation shall indemnify Indemnitee or Indemnitee Agent against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or Indemnitee Agent in connection therewith.

Section 6.4. Certain Terms Defined. For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans, references to “fines” shall include any excise taxes assessed on Indemnitee or Indemnitee Agent with respect to an employee benefit plan, and references to “proceeding” shall include any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. For purposes of this Article VI, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee, or other agent of such a constituent corporation or who, being or having been such a director, officer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would if he or she had served the resulting or surviving corporation in the same capacity.

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Section 6.5. Advancement of Expenses. The Corporation shall advance all expenses incurred by Indemnitee and may advance all or any expenses incurred by Indemnitee Agent in connection with the investigation, defense, settlement (excluding amounts actually paid in settlement of any action, suit or proceeding) or appeal of any civil or criminal action, suit or proceeding referenced in Sections 6.1 or 6.2 hereof. Indemnitee or Indemnitee Agent hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that Indemnitee or Indemnitee Agent is not entitled to be indemnified by the Corporation as authorized hereby. The advances to be made hereunder shall be paid by the Corporation (i) to Indemnitee within twenty (20) days following delivery of a written request therefor by Indemnitee to the Corporation; and (ii) to Indemnitee Agent within twenty (20) days following the later of a written request therefor by Indemnitee Agent to the Corporation and determination by the Corporation to advance expenses to Indemnitee Agent pursuant to the Corporation’s discretionary authority hereunder.

Section 6.6. Notice of Claim. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Article VI, and Indemnitee Agent shall, as a condition precedent to his or her ability to be indemnified under this Article VI, give the Corporation notice in writing as soon as practicable of any claim made against Indemnitee or Indemnitee Agent, as the case may be, for which indemnification will or could be sought under this Article VI. Notice to the Corporation shall be directed to the Secretary of the Corporation at the principal business office of the Corporation (or such other address as the Corporation shall designate in writing to Indemnitee). In addition, Indemnitee or Indemnitee Agent shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s or Indemnitee Agent’s power.

Section 6.7. Enforcement Rights. Any indemnification provided for in Sections 6.1 or 6.2 or 6.3 shall be made no later than sixty (60) days after receipt of the written request of Indemnitee. If a claim or request under this Article VI, under any statute, or under any provision of the Corporation’s Articles of Incorporation providing for indemnification is not paid by the Corporation, or on its behalf, within sixty (60) days after written request for payment thereof has been received by the Corporation, Indemnitee may, but need not, at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or request, and subject to Section 6.19, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 6.5 unless and until such defense may be finally adjudicated by court order or judgment for which no further right of appeal exists. The parties hereto intend that if the Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be a decision for the court, and no presumption regarding whether the applicable standard has been met will arise based on any determination or lack of determination of such by the Corporation (including its Board or any subgroup thereof, independent legal counsel or its shareholders). The board of directors may, in its discretion, provide by resolution for similar or identical enforcement rights for any Indemnitee Agent.

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Section 6.8. Assumption of Defense. In the event the Corporation shall be obligated to pay the expenses of any proceeding against the Indemnitee or Indemnitee Agent, as the case may be, the Corporation, if appropriate, shall be entitled to assume the defense of such proceeding with counsel approved by. Indemnitee or Indemnitee Agent, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee or Indemnitee Agent of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee or Indemnitee Agent and the retention of such counsel by the Corporation, the Corporation will not be liable to Indemnitee or Indemnitee Agent under this Article VI for any fees of counsel subsequently incurred by Indemnitee or Indemnitee Agent with respect to the same proceeding, unless (i) the employment of counsel by Indemnitee or Indemnitee Agent is authorized by the Corporation, (ii) Indemnitee or Indemnitee Agent shall have reasonably concluded that there may be a conflict of interest of such counsel retained by the Corporation between the Corporation and Indemnitee or Indemnitee Agent in the conduct of such defense, or (iii) the Corporation ceases or terminates the employment of such counsel with respect to the defense of such proceeding, in any of which events then the fees and expenses of Indemnitee’s or Indemnitee Agent’s counsel shall be at the expense of the Corporation. At all times, Indemnitee or Indemnitee Agent shall have the right to employ other counsel in any such proceeding at Indemnitee’s or Indemnitee Agent’s expense.

Section 6.9. Approval of Expenses. No expenses for which indemnity shall be sought under this Article VI, other than those in respect of judgments and verdicts actually rendered, shall be incurred without the prior consent of the Corporation, which consent shall not be unreasonably withheld.

Section 6.10. Subrogation. In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee or Indemnitee Agent, who shall do all things that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 6.11. Exceptions. Notwithstanding any other provision herein to the contrary, the Corporation shall not be obligated pursuant to this Article VI:

(a) Excluded Acts. To indemnify Indemnitee (i) as to circumstances in which indemnity is expressly prohibited pursuant to California law, or (ii) for any acts or omissions or transactions from which a director may not be relieved of liability pursuant to California law; or

(b) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Article VI or any other statute or law or as otherwise required under the Corporations Code of California, but such indemnification or advancement of expenses may be provided by the Corporation in specific cases if the board of directors has approved the initiation or bringing of such suit; or

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(c) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Article VI, if a court of competent jurisdiction determines that such proceeding was not made in good faith or was frivolous; or

(d) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Corporation; or

(e) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

Section 6.12. Partial Indemnification. If Indemnitee is entitled under any provision of this Article VI to indemnification by the Corporation for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Section 6.13. Coverage. This Article VI shall, to the extent permitted by law, apply to acts or omissions of (i) Indemnitee which occurred prior to the adoption of this Article VI if Indemnitee was a director or officer of the Corporation or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred; and (ii) Indemnitee Agent which occurred prior to the adoption of this Article VI if Indemnitee Agent was an employee or other agent of the Corporation or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the time such act or omission occurred. All rights to indemnification under this Article VI shall be deemed to be provided by a contract between the Corporation and the Indemnitee in which the Corporation hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the Corporation’s Articles of Incorporation, these Bylaws or by statute. Any repeal or modification of these Bylaws, the Corporations Code of California or any other applicable law shall not affect any rights or obligations then existing under this Article VI. The provisions of this Article VI shall continue as to Indemnitee and Indemnitee Agent for any action taken or not taken while serving in an indemnified capacity even though the Indemnitee or Indemnitee Agent may have ceased to serve in such capacity at the time of any action, suit or other covered proceeding. This Article VI shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee Agent and Indemnitee’s and Indemnitee Agent’s estate, heirs, legal representatives and assigns.

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Section 6.14. Non-Exclusivity. Nothing herein shall be deemed to diminish or otherwise restrict any rights to which Indemnitee or Indemnitee Agent may be entitled under the Corporation’s Articles of Incorporation, these Bylaws, any agreement, any vote of shareholders or disinterested directors, or under the laws of the State of California.

Section 6.15. Severability. Nothing in this Article VI is intended to require or shall be construed as requiring the Corporation to do or fail to do any act in violation of applicable law. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee or Indemnitee Agent to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated.

Section 6.16. Mutual Acknowledgment. Both the Corporation and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Corporation from indemnifying its directors and officers under this Article VI or otherwise. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee.

Section 6.17. Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 6.6 hereof, the Corporation has director and officer liability insurance in effect, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Section 6.18. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Article VI to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that the action was not instituted in good faith or was frivolous. In the event of an action instituted by or in the name of the Corporation under this Article VI, or to enforce or interpret any of the terms of this Article VI, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that Indemnitee’s defenses to such action were not made in good faith or were frivolous. The board of directors may, in its discretion, provide by resolution for payment of such attorneys’ fees to any Indemnitee Agent.

Section 6.19. Notice. All notices, requests, demands and other communications under this Article VI shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked.

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ARTICLE VII

INDEMNIFICATION FOR ACTS OR OMISSIONS OCCURING AFTER MAY 4, 2012

Article VII of these Bylaws shall govern acts and omissions by Indemnitees (as defined below) occurring after May 4, 2012.

Section 7.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the California General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 7.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the California General Corporation Law requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she has met the standard of conduct required for Advancement of Expenses by the California General Corporation Law and (ii) an undertaking (an “Undertaking”), by or on behalf of such

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Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 7.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the California General Corporation Law. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 7.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 7.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the California General Corporation Law.

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Section 7.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 8.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.47

Exhibit 3.47

ARTICLES OF ORGANIZATION

OF

SCRIP PAK, LLC

The undersigned organizer, who is the authorized representative of Scrip Pak, LLC (the “Company”) under the Florida Limited Liability Company Act, hereby adopts the following Articles of Organization.

ARTICLE I – NAME

The name of the Company is Scrip Pak, LLC.

ARTICLE II – PRINCIPAL OFFICE

The mailing address and street address of the principal office of the Company are 2481 Hilton Drive, Unit 5, Gainesville, Georgia 30501.

ARTICLE III – INITIAL REGISTERED AGENT AND ADDRESS

The name and street address of the initial registered agent are Smith Hulsey & Busey, 225 Water Street, Suite 1800, Jacksonville, Florida 32202.

IN WITNESS WHEREOF, the undersigned authorized representative has executed the foregoing Articles of Organization on the 24th day of August, 2010.

/s/ Annika D. Wallace

Annika D. Wallace

Authorized Representative

CERTIFICATE OF DESIGNATION

OF REGISTERED AGENT/REGISTERED OFFICE

PURSUANT TO THE PROVISIONS OF SECTION 608.415, FLORIDA STATUTES, THE UNDERSIGNED SUBMITS THE FOLLOWING STATEMENT TO DESIGNATE A REGISTERED OFFICE AND REGISTERED AGENT IN THE STATE OF FLORIDA.

1. The name of the Limited Liability Company is Scrip Pak, LLC.

2. The name and mailing address of the registered agent are Smith Hulsey & Busey, Professional Association and 225 Water Street, Suite 1800, Jacksonville, Florida 32202.

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, Smith Hulsey & Busey, Professional Association hereby accepts the appointment as registered agent and agrees to act in this capacity. Smith Hulsey & Busey, Professional Association further agrees to comply with the provisions of all statutes relating to the proper and complete performance of its duties, and is familiar with and accepts the obligations of its position as registered agent as provided for in Chapter 608, F.S.

SMITH HULSEY & BUSEY, PROFESSIONAL ASSOCIATION
By:	/s/ M. Richard Lewis, Jr.
	M. Richard Lewis, Jr.
	Vice President
Date: August 24, 2010.

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EX-3.48

Exhibit 3.48

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF SCRIP PAK, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SCRIP PAK, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Florida Limited Liability Company Act (the “Florida Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Florida Act and other applicable laws of the State of Florida. The Company, shall, when required, file such amendments to or restatements of the Articles of Organization of the Company (the “Articles”), and such other documents and instruments, in such public offices in the State of Florida or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Articles, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “Scrip Pak, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is Smith Hulsey & Busey, Professional Association. The registered office of the Company is located at 225 Water Street Suite 1800, Jacksonville, Florida 32202. In addition to its registered office in Florida, the Company may have other offices and places of business at such places, both within and without the State of Florida, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Florida Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Florida. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Florida Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) willful misconduct or a knowing violation of law, (b) an unlawful distribution, or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Florida Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Florida Act. The Member shall be entitled to rely on information, opinions, reports or

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statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Florida Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Florida Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a) The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b) Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12 Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13 Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Florida and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Florida Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) willful misconduct or a knowing violation of law, (b) an unlawful distribution, or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Florida Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Florida Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Florida Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Florida Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Florida Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Florida Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Florida Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Florida Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Florida Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Florida Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a)     the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Florida Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Florida Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Florida.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
STAT RX USA, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
SCRIP PAK, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

Exhibit A

Member

Name	Units		Ownership Percentage
Stat Rx USA, LLC		100		100	%

EX-3.49

Exhibit 3.49

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:16 PM 09/07/2010

FILED 01:51 PM 09/07/2010

SRV 100887777 - 4868652 FILE

CERTIFICATE OF FORMATION

OF

SOUTHEAST MEDICAL SOLUTIONS RX, LLC

This Certificate of Formation is being executed for the purpose of forming a limited liability company under Section 18-201 of the Delaware Limited Liability Company Act.

1. The name of the limited liability company is Southeast Medical Solutions RX, LLC.

2. The address of the registered office of the limited liability company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent for service of process on the limited liability company at such address is National Registered Agents, Inc.

Executed this 7th day of September, 2010.

By:	/s/ Danielle Whitley
Name: Danielle Whitley
Title:   Authorized Signatory

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:04 PM 03/31/2011

FILED 1202 PM 03/31011

SRV 110363835 - 4868652 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

1. Name of the limited liability company: Southeast Medical Solutions RX, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is Stat Rx USA, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 30th day of March, 2011.

By:	/s/ Joshua H. DeRienzis
	Joshua H. DeRienzis, Authorized Person

EX-3.50

Exhibit 3.50

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF STAT RX USA, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of STAT RX USA, LLC (the “Company”), is hereby entered into this             day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “Stat Rx USA, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a) The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b) Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a) the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
LINEAR HOLDINGS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
STAT RX USA, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

Exhibit A

Member

Name	Units		Ownership Percentage
Linear Holdings, LLC		100		100	%

EX-3.51

Exhibit 3.51

CHARTER

OF

THERATECH, INC.

The undersigned, having capacity to contract and acting as the Incorporator for the Corporation under the Tennessee Business Corporation Act, adopts the following charter for such Corporation:

1. The name of the Corporation is Theratech, Inc.

2. The Corporation is authorized to issue five thousand (5,000) shares of common stock. All common stock shall have unlimited voting rights and are entitled to receive the net assets of the Corporation upon dissolution.

3. The name of the Corporation’s initial registered agent and the street address, county, city and zip code of the initial registered office are as follows:

Michael T. Price

1109 Myatt Drive

Madison, Tenn. 37115

DAVIDSON COUNTY

4. The name and complete address of the Incorporator is as follows:

Michael T. Price

1109 Myatt Drive

Madison, Tenn. 37115

DAVIDSON COUNTY

5. The street address and zip code of the principal office are as follows:

1109 Myatt Drive

Madison, Tenn. 37115

DAVIDSON COUNTY

6. The Corporation is for profit.

7. To the extent permitted by T.C.A. Section 48-12-102(h)(3), no director of the Corporation shall be personally liable to the Corporation, or its shareholders for monetary damages for breach of fiduciary duty as a director, except such limitation shall not eliminate or limit the liability of a director:

(a) For any breach of the director’s duty of loyalty to the Corporation or its shareholders;

(b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

(c) For unlawful distributions, pursuant to T.C.A. Section 48-18-304.

Pursuant to T.C.A. Section 48-18-101(c), any person, persons, officer or committee performing some or all of the duties of a Board of Directors shall be subject to the limitation of liability set forth above.

8. The Board of Directors, or any person, persons, officer or committee acting in lieu thereof, may fix or change the number of directors.

9. Pursuant to T.C.A. Section 48-18-101(c), the President of the Corporation shall serve as the Chief Executive Officer and perform all the duties of a Board of Directors. The President shall be elected at the annual meeting of the shareholders.

10. The initial person to serve as a director or in the capacity of a director is as follows:

Michael T. Price

1109 Myatt Drive

Madison, Tenn. 37115

DAVIDSON COUNTY

DATED:         [illegible]                

/s/ Michael T. Price                        

Michael T. Price, Incorporator

EX-3.52

Exhibit 3.52

BYLAWS OF

THERATECH, INC.

A TENNESSEE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Tennessee Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Tennessee Office. The registered office of Theratech, Inc. (the “Corporation”) in the State of Tennessee shall be located at 800 S Gay Street, Suite 2021, Knoxville, Tennessee 37929. The registered agent at such address is C T Corporation System.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Tennessee, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Tennessee Business Corporation Act or the Charter require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Tennessee Business Corporation Act or the Charter require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Charter, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Charter, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Charter or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Tennessee Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Charter, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

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Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Charter or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Charter or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Charter, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Charter or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Tennessee Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Tennessee Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Tennessee Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Tennessee Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Tennessee Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Charter, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Business Corporation Act.

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Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Charter; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Charter, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.53

Exhibit 3.53

ARTICLES OF INCORPORATION

OF

THRIFTY MEDICAL, INC.

The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation:

Article I

Name

Section 1.1. Name. The name of this corporation shall be Thrifty Medical, Inc.

Article II

Principal Office and Mailing Address

Section 2.1. Principal Office and Mailing Address. The principal place of business and mailing address of this corporation shall be 4345 Southpoint Boulevard, Jacksonville, Florida 32216.

Article III

Capital Stock

Section 3.1. Capital Stock. The maximum number of shares of stock which this corporation is authorized to have outstanding at any one time is Seven Thousand (7,000) shares of common stock having a par value of One Dollar ($1.00) per share.

Section 3.2. Restriction on Transfer of Stock. The shareholders may, by bylaw provision, by shareholders’ agreement recorded in the minute book or by endorsement on each stock certificate, impose such restrictions on the sale, transfer, or encumbrance of the stock of this corporation as they may see-fit.

Article IV

Initial Registered Agent and Address

Section 4.1. Name and Address. The name and street address of the initial registered agent of this corporation is:

Fred Elefant

1650 Prudential Drive, Suite 105

Jacksonville, Florida 32207

Article V

Incorporator

Section 5.1. Name and Address. The name and street address of the incorporator of this corporation is:

Fred Elefant

1650 Prudential Drive, Suite 105

Jacksonville, Florida 32207

Article VI

Duration

Section 6.1. Duration. This corporation shall exist perpetually. Corporate existence shall commence on the date these Articles are executed, February 13, 1998, except that if they are not filed by the Department of State of the State of Florida within five days, exclusive of legal holidays, after they are executed, corporate existence shall commence upon filing by the Department of State.

Article VII

Purposes

Section 7.1. Purposes. This corporation is organized for the purpose of transacting any or all lawful business permitted under the laws of the United States of America and of the State of Florida.

Article VIII

Directors

Section 8.1. Number. This corporation shall have two (2) directors initially. The number of directors may be increased or diminished from time to time as provided in the bylaws, but shall never be less than one (1).

Section 8.2. Initial Directors. The names and street addresses of the initial directors of the corporation are:

Pamela Wedow

4345 Southpoint Boulevard

Jacksonville, Florida 32216

Mary Jennings

4345 Southpoint Boulevard

Jacksonville, Florida 32216

Section 8.3. Compensation. The board of directors is hereby specifically authorized to make provision for reasonable compensation to its members for their services as directors, and to fix the basis and conditions upon which such compensation shall be paid. Any directors of the corporation may also serve the corporation in any other capacity and receive compensation therefor in any form.

Section 8.4. Indemnification. The board of directors is hereby specifically authorized to make provision for indemnification of directors, officers, employees and agents to the full extent permitted by law.

Article IX

Bylaws

Section 9.1. Bylaws. The initial bylaws of this corporation shall be adopted by the directors. Bylaws shall be adopted, altered, amended or repealed from time to time by either the shareholders or the board of directors, but the board of directors shall not alter, amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the directors.

Article X

Amendment

Section 10.1. Amendment. This corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, and any right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation the 13th day of February, 1998.

/s/ Fred Elefant

FRED ELEFANT, Incorporator

CERTIFICATE DESIGNATING REGISTERED OFFICE AND REGISTERED

AGENT FOR THE SERVICE OF PROCESS WITHIN FLORIDA

In compliance with Sections 48.091, 607.0501 and 607.0505, Florida Statutes, the following is submitted:

THRIFTY MEDICAL, INC., desiring to organize or qualify under the laws of the State of Florida hereby designates FRED ELEFANT as its registered agent to accept service of process within the State of Florida and the address of its registered office shall be 1650 Prudential Drive, Suite 105, Jacksonville, Florida 32207.

DATED this 13 day of February, 1998.

/s/ Fred Elefant

FRED ELEFANT, Incorporator

Having been named as registered agent to accept service of process for the above stated corporation, at the place designated in this certificate, I hereby agree to accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

DATED this 13 day of February, 1998.

/s/ Fred Elefant

FRED ELEFANT

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

THRIFTY MEDICAL, INC.

THRIFTY MEDICAL, INC., a Florida corporation, hereby certifies as follows:

That at the organizational meeting of the Board of Directors and shareholders of said corporation duly convened and held on the 17th day of February, 1998, at 4:00 p.m. (notice of winch meeting had been waived in writing by all of the directors and shareholders of said corporation), the following resolution was unanimously adopted by the owners of 100% of the stock of the corporation and all of the directors thereof:

“RESOLVED that Article I of the Articles of Incorporation of said corporation be amended so that, as amended, it shall read as follows:

‘Article I

Name

‘The name of this corporation shall be THRIFTYMED, INC.’”

IN WITNESS WHEREOF, THRIFTY MEDICAL, INC. has caused this Certificate to be executed by its President and Secretary, and its corporate seal to be hereunto affixed and attested by its Secretary this 25th day of March, 1998.

THRIFTY MEDICAL, INC.
By	/s/ Pamela A. Wedow
	Pamela A. Wedow Its President

Attest	/s/ Mary M. Jennings
	Mary M. Jennings Its Secretary

STATE OF FLORIDA

COUNTY OF DUVAL

On this 25 day of March, 1998, before me, the undersigned authority, personally appeared Pamela A. Wedow, who acknowledged before me that as President of Thrifty Medical, Inc., she executed the foregoing Certificate of Amendment of Articles of Incorporation of Thrifty Medical, Inc., in the name and on behalf of said corporation in accordance with the authority duly conferred upon her by the stockholders and Board of Directors of said corporation, and further acknowledged that the corporate seal of said corporation was duly affixed and attested by the Secretary of said corporation, and further acknowledged that the foregoing Certificate of Amendment of Articles of Incorporation of Thrifty Medical, Inc. is the act and deed of the corporation.

WITNESS my hand and official seal at Jacksonville, Florida, on the day and year first above written.

/s/ Patricia J. Davidson

Notary Public, State of Florida at Large

My commission expires: [Notary Stamp]

EX-3.54

Exhibit 3.54

BYLAWS OF

THRIFTYMED, INC.

A FLORIDA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Florida Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

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Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	10
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Florida Office. The registered office of Thriftymed, Inc. (the “Corporation”) in the State of Florida shall be located at 515 E. Park Avenue, Tallahassee, Florida 32301. The registered agent at such address is NRAI Services, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Florida Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

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Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Florida Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Florida Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Florida Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Florida Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Business Corporation Act.

Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

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ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-3.55

Exhibit 3.55

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:17 AM 12/30/2011

FILED 09:12 AM 12/30/2011

SRV 111354374 - 5088502 FILE

CERTIFICATE OF FORMATION

OF

WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC

This Certificate of Formation of World Medical Government Solutions, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

1. The name of the Company is World Medical Government Solutions, LLC.

2. The address of the registered office of the Company in Delaware is 160 Greentree Drive, Suite 101, City of Dover, County of Kent, Delaware 19904.

3. The Company’s registered agent at that address is: National Registered Agents, Inc.

4. This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned, an authorized representative of the Company, has caused this Certificate of Formation to be duly executed as of this 29^th day of December, 2011.

WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC
By:	/s/ Ivan A. Colao
Name:	Ivan A. Colao
Title:	Authorized Representative

EX-3.56

Exhibit 3.56

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC (the “Company”), is hereby entered into this 15th day of June, 2012, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

BACKGROUND

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Delaware Act”), and the Company and the Member desire to enter into this Agreement to govern the operations of the Company.

THE AGREEMENT

NOW, THEREFORE, the Member and the Company agree as follows:

1. THE COMPANY.

1.1     Organization. The Company constitutes a limited liability company formed pursuant to and governed by the Delaware Act and other applicable laws of the State of Delaware. The Company, shall, when required, file such amendments to or restatements of the Certificate of Formation of the Company (the “Certificate”), and such other documents and instruments, in such public offices in the State of Delaware or elsewhere as any authorized officer or the Board of Managers (as defined below) of the Company deems advisable to give effect to the provisions of this Agreement and the Certificate, to respect the formation of and the conduct of business by the Company, and to preserve the character of the Company as a limited liability company.

1.2.     Name; Place of Business; Registered Office and Agent. The Company shall be conducted under the name of “World Medical Government Solutions, LLC,” or such other name as the Member or the Board of Managers shall hereafter designate. The principal office and place of business of the Company is located at 4345 Southpoint Blvd., Jacksonville, Florida 32216. The registered agent for service of process is National Registered Agents, Inc. The registered office of the Company is located at 160 Greentree Drive Suite 101, Dover, Delaware 19904. In addition to its registered office in Delaware, the Company may have other offices and places of business at such places, both within and without the State of Delaware, as the Board of Managers may from time to time determine.

1.3.     Purpose. The purpose of the Company is to engage in any lawful activity and exercise all powers that may be legally exercised by limited liability companies under the Delaware Act.

1.4.     Statutory Compliance. The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware. The Company shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company, as the Board of Managers deems necessary or advisable.

2. MEMBERS.

2.1     Rights and Obligations of the Member.

2.1.1     Units.

(a)     The Member’s interest in the Company shall be represented by units (“Units”). The Units may be certificated or uncertificated and shall be registered on the books of the Company with the name and address of the Member, the number of Units and the date of issue. Any certificates representing Units shall be in such form as the Board of Managers, the Chief Executive Officer, or Secretary may from time to time prescribe. The Units shall be transferred on the books of the Company upon the request of the Member, and in the case of certificated Units, upon surrender for cancellation of certificates for the same number of Units, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

(b)     Any certificates for Units shall be signed by or in the name of the Company by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any such certificates may be facsimile. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer at the date of issue.

(c)     The Board of Managers, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new Unit certificate in place of any certificate previously issued by the Company that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Member. When authorizing issuance of a new certificate, the Board of Managers or any such officer may, as a condition precedent to the issuance, require the Member to indemnify the Company or to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the Unit certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new Unit certificate.

2.1.2     Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports

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or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

2.1.3     Limitation on Authority of the Member. The Member is not an agent of the Company solely by virtue of being a member, and the Member has no authority to act for the Company solely by virtue of being a member. This Section 2.1.3 supersedes any authority granted to the Member by the Delaware Act.

2.2     Meetings.

2.2.1     Meetings. Meetings of the Member may be called by the Board of Managers or the Chief Executive Officer or the President and shall be called by the Board of Managers at the request of the Member. The Board of Managers may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made by the Board of Managers, the place of meeting shall be the principal office of the Company.

2.2.2     Notice of Meeting. Except as otherwise required by law, notice of any meeting of the Member shall be given to the Member not less than ten (10) days nor more than sixty (60) days before the date of the meeting, such notice to be given either personally, by mail, by reputable courier, or by electronic transmission.

2.2.3     Proxies. At all meetings of the Member, the Member may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on the Member’s behalf. Such proxy must be filed with the Company at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

2.2.4     Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent shall be effective when the Member has signed the consent, unless the consent specifies a different effective date.

2.2.5     Waiver of Notice. The Member may waive any notice required to be given by law, or under this Agreement (i) by attendance in person or by proxy at a meeting, unless the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the Member, or by electronic transmission by the Member, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

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2.3     Capital Contributions.

2.3.1     Capital Contributions. The Member has made a capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Capital Contribution”). The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”). Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records. The Member is not obligated to restore a negative balance in the Member’s capital account.

2.3.2     Loans. The Member or any other person may lend money to the Company as approved by the Board of Managers. The amount of any such loan shall not be deemed an increase in the Member’s Capital Contribution or Units. The amount of any such loan shall be a debt due from the Company to the Member or such other person lending money, at such rates and on such terms as determined reasonably by the Member. Any repayment relating to a loan will not create a deemed equity interest in the Company.

2.3.3     Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall be entitled to a return of its Capital Contributions only upon the dissolution and winding up of the Company as provided in Section 7.

2.3.4     No Interest. No interest will be paid by the Company on the Capital Contribution or any Additional Capital Contributions.

3. MANAGEMENT.

3.1     The Board of Managers.

3.1.1     Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

3.1.2     Number, Election and Tenure. The number of managers shall be fixed from time to time by the Member or by the Board of Managers pursuant to a resolution adopted by a majority of the Whole Board. The managers shall be elected annually by the Member, and each manager elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of this Agreement, the term “Whole Board” shall mean the total number of authorized managers, whether or not there exist any vacancies.

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3.1.3     Regular Meetings. The Board of Managers may, by resolution, provide the date and time for the holding of regular meetings of the Board of Managers.

3.1.4     Special Meetings. Special meetings of the Board of Managers may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board of Managers.

3.1.5     Place of Meeting. The person or persons calling a meeting of the Board of Managers may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Company. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Managers may adopt, as permitted by applicable law.

3.1.6     Action by Unanimous Consent of Managers. The Board of Managers may take action without the necessity of a meeting by the unanimous consent of managers. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board of Managers. Action taken by written consent or electronic transmission shall be effective when all of the managers have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

3.1.7     Notice. Notice of any special meeting of the Board of Managers shall be given to each manager in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the manager at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the manager at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Company shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice of such meeting. A meeting of the Board of Managers may be held at any time without notice if all of the managers are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board of Managers for inclusion in its records. A manager’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the manager, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

3.1.8     Conference Telephone Meetings. Managers may participate in any meeting of the Board of Managers by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

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3.1.9     Quorum and Voting. A majority of the Board of Managers shall constitute a quorum for the transaction of business at a meeting of the Board of Managers. In the absence of a quorum, a majority of the managers present may adjourn the meeting from time to time. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.

3.1.10     Vacancies. Except as otherwise required by law, any vacancies resulting from any increase in the authorized number of managers or any vacancies in the Board of Managers resulting from death, resignation or removal of a manager may be filled by a majority vote of the Board of Managers, and any manager so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of managers shall shorten the term of any incumbent manager.

3.1.11     Committees.

(a)     The Board of Managers may designate one or more committees, each committee to consist of one or more of the managers of the Company. The Board of Managers may designate one or more managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Managers to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board of Managers establishing such committee, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company; provided, however, that no committee shall have power or authority to approve, adopt or recommend to the Member any action or matter required by law to be submitted to members for approval.

(b)     Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to this Agreement.

3.1.12     Removal. Except as otherwise required by law, any manager, or the entire Board of Managers, may be removed from office at any time, with or without cause, by the Member.

3.1.13     Resignation. Any manager may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

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3.1.14     Compensation of Managers. Managers may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board of Managers or a committee thereof.

3.1.15     Duties of the Board of Managers.

(a)     The Board of Managers must take all actions necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes.

(b)     The managers shall devote to the Company such time as may be necessary for the proper performance of all of their duties under this Agreement, but the managers are not required to devote their full time to the performance of such duties and may have other business interests or engage in other business activities. Neither the Company nor the Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the managers. The managers will not incur any liability to the Company or to the Member as a result of engaging in any other business or venture. The managers shall not take or recommend any action that violates any law or regulation.

3.1.16     Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:

(a)     to expend the Company’s capital and income;

(b)     to make such investments as the managers may from time to time select;

(c)     to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;

(d)     to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;

(e)     to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;

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(f)     to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;

(g)     to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, bill of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;

(h)     to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;

(i)     to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;

(j)     to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;

(k)     to open accounts and to deposit and maintain funds in the name of the Company;

(l)     to make all decisions related to principles and methods of accounting and federal income tax elections; and

(m)     to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.

3.1.17     Restrictions on Authority of the Board of Managers. Without the consent of the Member, the Board of Managers has no authority to:

(a)     do any act in contravention of this Agreement;

(b)     initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under the United States Code (11 U.S.C. §§ 101 et seq.); file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action;

(c)     confess to judgment against the Company;

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(d)     amend this Agreement or the Certificate;

(e)     dissolve or terminate the Company;

(f)     do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Agreement;

(g)     knowingly perform any act that would subject the Member to personal liability;

(h)     possess any property or assign the right of the Company in specific property for other than a Company purpose;

(i)     employ, or permit to be employed, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;

(j)     merge the Company into or with another limited liability company or other entity, other than the Member or any direct or indirect subsidiary thereof; or

(k)     approve the sale, transfer or other disposition of all or substantially all of the assets of the Company.

3.1.18     Agency of Managers. No manager is an agent of the Company solely by virtue of being a manager, and no manager has authority to act for the Company solely by virtue of being a manager. This Section 3.1.18 supersedes any authority granted to the managers by the Delaware Act. Any manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

3.1.19     Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers shall be entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data prepared or presented by: (i) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

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3.2     Officers.

3.2.1     Number and Duties. The officers of the Company may consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board of Managers. The Board of Managers may also appoint as an officer of the Company a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Company. The officers appointed by the Board of Managers will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in this Agreement or as may be established by the Board of Managers from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board of Managers to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Company. Such other officers shall have the duties as may be prescribed by the Board of Managers or by the appointing officer. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a manager.

3.2.2     Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board of Managers, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board of Managers, if such suspension is promptly declared in writing to the Board of Managers.

3.2.3     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Managers and the Member and perform such other duties and have such other powers as the Board of Managers shall designate from time to time. In the absence of the Chairman of the Board, the Board of Managers may designate an individual to preside over any meeting of the Board of Managers or the Member.

3.2.4     Chief Executive Officer. The Chief Executive Officer shall be subject to the control of the Board of Managers and shall generally supervise and control all of the business and affairs of the Company. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

3.2.5     President. The President shall be the chief operating officer of the Company and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board of Managers provides otherwise. The President shall see that all orders and resolutions of the Board of Managers are carried into effect. The President will have any other authority and shall perform any other duties that the Board of Managers may delegate to him or her from time to time.

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3.2.6     Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Company has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board of Managers, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time.

3.2.7     Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board of Managers; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the Delaware Act; (iii) maintain and authenticate the records of the Company; (iv) serve as custodian of the seal, if any, of the Company and see that any such seal is affixed to all documents for which execution on behalf of the Company under seal is duly authorized; and (v) attest to the signature or certify the incumbency or signature of any officer of the Company. The Secretary will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

3.2.8     Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such depositories as shall be selected in accordance with the provisions of this Agreement; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Company that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board of Managers or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

3.2.9     Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

3.2.10     Contracts, Checks and Drafts. Except as otherwise required by this Agreement, by a resolution of the Board of Managers or by the Delaware Act, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Company may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Company as the

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Board of Managers may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by the Chief Executive Officer, the President, any Vice President or the Treasurer or by such other officer(s) or agent(s) of the Company and in such other manner as the Board of Managers may from time to time determine. Subject to any restrictions imposed by the Board of Managers, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

3.2.11     Voting Securities Owned by the Company. Unless otherwise directed by the Board of Managers, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of the stockholders or members of, or with respect to any action of the stockholders or members of, any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers that the Company may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

4. INDEMNIFICATION OF THE MEMBER, MANAGERS AND OFFICERS.

4.1     Right to Indemnification. The Company shall indemnify each person or entity who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, she or it is or was a member, manager or officer of the Company or, while a member, manager or officer of the Company, is or was serving at the request of the Company as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a manager, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 4.3 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Managers. The Company may, by resolution of the Board of Managers, provide indemnification and Advancement of Expenses (as defined in Section 4.2) to employees and agents of the Company with the same scope and effect as the indemnification and advancement of expenses provided to members, managers and officers in this Section 4.

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4.2     Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Delaware Act requires, an Advancement of Expenses incurred by an Indemnitee in his, her or its capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.2 or otherwise.

4.3     Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 4.1 and Section 4.2, respectively, shall be contract rights. If a claim under Section 4.1 or Section 4.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware Act. Neither the failure of the Company (including the Board of Managers, its legal counsel, or the Member) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board of Managers, its legal counsel, or the Member) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Section 4 or otherwise shall be on the Company.

4.4     Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Section 4 shall not be exclusive of any other right that any person may have or hereafter acquire under the this Agreement, or any statute, agreement, vote of the Member or disinterested managers or otherwise.

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4.5     Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, member, manager, partner, trustee, employee or agent of the Company or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

4.6     Other Sources of Indemnification. The Company’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a manager, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

5. DISTRIBUTIONS.

5.1     Distributions. Subject to applicable law, and except as provided in Section 7 relating to the dissolution of the Company, the Company shall make distributions at such times as determined by the Board of Managers.

6. BOOKS AND RECORDS.

6.1     Availability. At all times during the existence of the Company, the Board of Managers (or the Secretary if one is appointed) shall keep or cause to be kept complete and accurate books and records appropriate and adequate for the Company’s business. Such books and records, whether financial, operational or otherwise and including a copy of this Agreement and any amendments, shall at all times be maintained at the principal place of business of the Company. Except as stated in this Section 6.1, the provisions of the Delaware Act relating to maintenance of books and records shall not apply.

6.2     Accounting Period. The accounting period of the Company shall be the fiscal year ending March 31.

6.3     Tax Returns. The Board of Managers, the Chief Executive Officer, the President or the Treasurer shall cause an accountant to prepare all tax returns that the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

7. DISSOLUTION.

7.1     Events Causing Dissolution. The Company shall be dissolved and its affairs wound up only upon the following:

(a)     the written consent of the Member; or

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(b)     at any time there are no members, unless, within a ninety (90) day period, the personal representative of the last remaining member agrees in writing to the continuation of the Company and to the admission of the personal representative, or a designee, as a member of the Company; or

(c)     upon entry of a decree of judicial dissolution.

7.2     Liquidation of Property and Application of Proceeds.

(a)     Winding Up. Upon the dissolution of the Company, the Board of Managers shall wind up the Company’s affairs in accordance with the Delaware Act. In winding up the affairs of the Company, the Board of Managers is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)     prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)     settling and closing the Company’s business;

(iii)     liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)     discharging or making reasonable provision for the Company’s liabilities; and

(v)     distributing the proceeds of liquidation and any undisposed property.

(b)     Distribution of Proceeds. Upon the winding up of the Company, the Board of Managers shall distribute the proceeds and undisposed property as follows:

(i)     to creditors, including the Member if the Member is a creditor (to the extent and in the order of priority provided by law) in satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)     thereafter, to the Member.

8. MISCELLANEOUS.

8.1     Amendment. This Agreement may only be amended by a writing signed by the Company and the Member.

8.2     Severability. In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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8.3     Applicable Law. Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

8.4     Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

8.5     Captions. Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

8.6     Person and Gender. The masculine gender includes the feminine and neuter genders and the singular includes the plural.

8.7     Benefits and Burdens. The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

8.8     Third Party Beneficiaries. Nothing in this Agreement, including provisions respecting indemnification of the managers and officers, is intended, nor shall it be construed, to be for the benefit or enforceable by any third party.

[Signatures on following page]

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IN WITNESS WHEREOF, the Member and the Company have executed this Agreement as of the date first above written.

MEMBER:
WORLDMED SHARED SERVICES, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

THE COMPANY:
WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Amended and Restated Limited Liability Company Operating Agreement]

Exhibit A

Member

Name	Units		Ownership Percentage
WorldMed Shared Services, Inc.		100		100	%

EX-3.57

Exhibit 3.57

ARTICLES OF INCORPORATION

OF

WORLDMED SHARED SERVICES, INC.

The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation.

EFFECTIVE DATE

03-11-04        

ARTICLE I

NAME AND ADDRESS

Section 1.1 Name. The name of the corporation is WorldMed Shared Services, Inc. (the “Corporation”).

Section 1.2 Address of Principal Office. The address of the principal office of the Corporation is 4345 Southpoint Blvd., Jacksonville, Florida 32216.

Section 1.3 Mailing Address. The mailing address of the Corporation is 4345 Southpoint Blvd., Jacksonville, Florida 32216.

ARTICLE II

DURATION

Section 2.1 Duration. This Corporation shall exist perpetually. Corporate existence shall commence on the date these Articles are executed, except that if they are not filed by the Department of State of Florida within five business days after they are executed, corporate existence shall commence upon filing by the Department of State.

ARTICLE III

PURPOSES

Section 3.1 Purposes. This Corporation is organized for the purposes of transacting any or all lawful business permitted under the laws of the United States and of the State of Florida.

ARTICLE IV

CAPITAL

Section 4.1 Authorized Capital. The maximum number of shares of stock which this Corporation is authorized to have outstanding at any one time is Ten Thousand (10,000) shares of voting common stock having a par value of $.01 per share.

ARTICLE V

INITIAL REGISTERED OFFICE AND AGENT

Section 5.1 Name and Address. The street address of the initial registered office of this Corporation is 200 Laura Street, Jacksonville, Florida 32202, and the name of the initial registered agent of this Corporation at that address is F&L Corp.

ARTICLE VI

DIRECTORS

Section 6.1 Number. This Corporation shall have two (2) directors initially. The number of directors may be increased or diminished from time to time by the bylaws, but shall never be less than one.

Section 6.2 Initial Directors. The name and address of the members of the first board of directors of the Corporation are:

Name	Address
David A. Smith	4345 Southpoint Blvd. Jacksonville, Florida 32216
David Bronson	4345 Southpoint Blvd. Jacksonville, Florida 32216

ARTICLE VII

BYLAWS

Section 7.1 Bylaws. The initial bylaws of this Corporation shalt be adopted by the board of directors. Bylaws may be amended or repealed from time to time by either the board of directors or the shareholders, but the board of directors shall not alter, amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the board of directors.

2

ARTICLE VIII

INCORPORATOR

Section 8.1 Name and Address. The name and street address of the incorporator of this Corporation are:

Name	Address
Charles V. Hedrick	200 Laura Street Jacksonville, Florida 32202

ARTICLE IX

INDEMNIFICATION

Section 9.1 Indemnification. The board of directors is hereby specifically authorized to make provision for indemnification of directors, officers, employees and agents to the full extent permitted by law.

ARTICLE X

AMENDMENT

Section 10.1 Amendment. This Corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, and any right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the incorporator has executed these Articles the 11^th day of March, 2004.

/s/ Charles V. Hedrick

Charles V. Hedrick, Incorporator

3

ACCEPTANCE BY REGISTERED AGENT

Having been named to accept service of process for the above stated Corporation, at the place designated in the above Articles of Incorporation, the undersigned agrees to act in this capacity, and further agrees to comply with the provisions of all statutes relative to the proper and complete performance of its duties. The undersigned is familiar with and accepts the obligations of a registered agent.

F&L CORP.
By:	/s/ Charles V. Hedrick
	Charles V. Hedrick, Authorized Signatory
	Date: March 11, 2004

4

EX-3.58

Exhibit 3.58

BYLAWS OF

WORLDMED SHARED SERVICES, INC.

A FLORIDA CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I OFFICES AND RECORDS		1
Section 1.1 Florida Office		1
Section 1.2 Other Offices		1
ARTICLE II SHAREHOLDERS		1
Section 2.1 Annual Meeting		1
Section 2.2 Special Meeting		1
Section 2.3 Place of Meeting		1
Section 2.4 Notice of Meeting		1
Section 2.5 Quorum and Adjournment		1
Section 2.6 Proxies		2
Section 2.7 Voting		2
Section 2.8 Action Without a Meeting		2
Section 2.9 Waiver of Notice		3
ARTICLE III BOARD OF DIRECTORS		3
Section 3.1 General Powers		3
Section 3.2 Number, Tenure and Qualifications		3
Section 3.3 Regular Meetings		3
Section 3.4 Special Meetings		3
Section 3.5 Place of Meeting		3
Section 3.6 Action by Unanimous Consent of Directors		4
Section 3.7 Notice		4
Section 3.8 Conference Telephone Meetings		4
Section 3.9 Quorum and Voting		4
Section 3.10 Vacancies		4
Section 3.11 Committees		5
Section 3.12 Removal		5
Section 3.13 Resignation		5
Section 3.14 Compensation of Directors		5
ARTICLE IV OFFICERS		5
Section 4.1 Number and Duties		5
Section 4.2 Appointment and Term		6
Section 4.3 Chairman of the Board		6
Section 4.4 Chief Executive Officer		6
Section 4.5 President		6
Section 4.6 Vice Presidents		6
Section 4.7 Secretary		7
Section 4.8 Treasurer		7
Section 4.9 Resignations		7
Section 4.10 Contracts, Checks and Drafts		7

i

Section 4.11 Voting Securities Owned by the Corporation	8
ARTICLE V STOCK CERTIFICATES AND TRANSFERS	8
Section 5.1 Stock Certificates and Transfers	8
ARTICLE VI INDEMNIFICATION	9
Section 6.1 Right to Indemnification	9
Section 6.2 Right to Advancement of Expenses	9
Section 6.3 Right of Indemnitee to Bring Suit	10
Section 6.4 Non-Exclusivity of Rights	10
Section 6.5 Insurance	10
Section 6.6 Other Sources of Indemnification	11
ARTICLE VII MISCELLANEOUS PROVISIONS	11
Section 7.1 Dividends; Reserves	11
Section 7.2 Seal	11
ARTICLE VIII AMENDMENTS	11

ii

ARTICLE I

OFFICES AND RECORDS

Section 1.1 Florida Office. The registered office of WorldMed Shared Services, Inc. (the “Corporation”) in the State of Florida shall be located at 515 E. Park Avenue, Tallahassee, Florida 32301. The registered agent at such address is NRAI Services, Inc.

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board”) may designate or as the business of the Corporation may from time to time require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board.

Section 2.2 Special Meeting. Special meetings of shareholders of the Corporation may be called by the Chief Executive Officer, the President or the Board.

Section 2.3 Place of Meeting. The person calling a meeting of shareholders may designate the place of meeting. If no designation is made by the person calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

Section 2.4 Notice of Meeting. The Corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, the Corporation shall notify only those shareholders entitled to vote at the meeting who have not waived the right to receive notice. Unless the Florida Business Corporation Act or the Articles of Incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting, however, must include a description of the purpose or purposes for which the meeting is called.

Section 2.5 Quorum and Adjournment. Except as otherwise required by law, the holders of a majority of the

outstanding shares of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting of shareholders. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at the meeting, but no other business shall be transacted at such meeting. No notice of the time and place of adjourned meetings need be given, provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The shareholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.6 Proxies. At all meetings of shareholders, a shareholder may vote by proxy by executing a writing authorizing another person or persons to vote or otherwise act on such shareholder’s behalf or by transmitting or authorizing an electronic transmission, together with evidence that such shareholder authorized such transmission. Such proxy must be filed with the Secretary of the Corporation or his or her representative at or before the time of the meeting. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.7 Voting. Except as otherwise provided by the Articles of Incorporation, each shareholder shall be entitled to one vote for each share of capital stock of the Corporation owned by such shareholder. Election of directors at all meetings of the shareholders at which directors are to be elected need not be by written ballot, and, except as otherwise set forth in the Articles of Incorporation, a plurality of the votes cast at such meeting shall elect directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by the affirmative vote of a majority of the outstanding shares of the Corporation present in person or represented by proxy at the meeting and entitled to vote thereon.

Section 2.8 Action Without a Meeting. Action required or permitted by the Florida Business Corporation Act or these Bylaws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action or, if so provided in the Articles of Incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date appearing on a consent delivered to the Corporation, evidence of written consents signed by shareholders sufficient to act by written consent are received by the Corporation. A written consent may be revoked by a writing to that effect received by the Corporation prior to the receipt by the Corporation of unrevoked written consents sufficient in number to take corporate action.

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Section 2.9 Waiver of Notice. A shareholder may waive any notice required to be given by law, in the Articles of Incorporation or under these Bylaws (i) by attendance in person or by proxy at a meeting, unless the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to transacting business at the meeting because the meeting was not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to such notice, or by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated in the notice, which waiver shall be deemed equivalent to such notice.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute, by the Articles of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications. Except as otherwise provided by the Articles of Incorporation, the number of directors shall be fixed from time to time by the shareholders of the Corporation or by the Board pursuant to a resolution adopted by a majority of the Whole Board, and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier death, resignation or removal. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

Section 3.3 Regular Meetings. The Board may, by resolution, provide the date and time for the holding of regular meetings of the Board.

Section 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or at least two (2) members of the Board.

Section 3.5 Place of Meeting. The person or persons calling a meeting of the Board may designate the place of meeting. If no designation is made by the person or persons calling the meeting, the place of meeting shall be the principal office of the Corporation. Notwithstanding the foregoing, the person or persons calling the meeting may determine that the meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt, as permitted by applicable law.

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Section 3.6 Action by Unanimous Consent of Directors. The Board may take action without the necessity of a meeting by the unanimous consent of directors. Such consent may be in writing or given by electronic transmission and must be filed with the minutes of proceedings of the Board. Action taken by written consent or electronic transmission shall be effective when all of the directors have signed the consent or given consent by electronic transmission, unless the consent specifies a different effective date.

Section 3.7 Notice. Notice of any special meeting of the Board shall be given to each director in writing or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be effective if deposited in the U.S. mail, with postage prepaid, addressed to the director at his or her business or residence, at least seven (7) days before such meeting. If sent by reputable courier via overnight delivery, such notice shall be effective if deposited with such reputable courier, addressed to the director at his or her business or residence, at least two (2) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be effective if transmitted at least twenty-four (24) hours before the time set for such meeting. If by telephone, the notice shall be effective if given at least twenty-four (24) hours before the time set for such meeting; a message left at the number currently on record with the Corporation shall constitute notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting. A meeting of the Board may be held at any time without notice if all of the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting and such waiver is delivered to the Board for inclusion in its records. A director’s attendance at a meeting waives objection to lack of notice or defective notice of such meeting, unless the director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 3.8 Conference Telephone Meetings. Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.9 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at a meeting of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.10 Vacancies. Except as otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation or removal of a director may be filled by a majority vote of the Board, and any director so chosen shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

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Section 3.11 Committees.

A. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the committee charter or the resolution of the Board establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to shareholders any action or matter required by law to be submitted to shareholders for approval; or (ii) adopting, amending or repealing any bylaw.

B. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to these Bylaws.

Section 3.12 Removal. Except as otherwise required by law, any director, or the entire Board, may be removed from office at any time, with or without cause, by a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors.

Section 3.13 Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 3.14 Compensation of Directors. Directors may receive such compensation, if any, for their services and reimbursement for expenses as may be fixed or determined by resolution of the Board or a committee thereof.

ARTICLE IV

OFFICERS

Section 4.1 Number and Duties. The officers of the Corporation may consist of a Chief Executive Officer, a President, one

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or more Vice Presidents, a Secretary and a Treasurer, all of such officers to be appointed by the Board. The Board may also appoint as an officer of the Corporation a Chairman of the Board and may appoint other officers (including one or more Assistant Treasurers and Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. The officers appointed by the Board will have the authority and shall perform the duties generally pertaining to their respective offices, subject to the specific provisions set forth in these Bylaws or as may be established by the Board from time to time. The Chief Executive Officer or the President, if any, or any other officer authorized by the Board to appoint other officers, may also from time to time appoint such other officers as may be necessary or desirable for the business of the Corporation. Such other officers shall have such duties as may be prescribed by the Board or by the appointing officer. Any two or more offices may be held by the same person and no officer except the Chairman of the Board need be a director.

Section 4.2 Appointment and Term. An officer shall hold office until his or her successor shall have been appointed or his or her earlier death, resignation or removal. All officers, however appointed, may be removed with or without cause by the Board, and any officer appointed by another officer may also be removed by the appointing officer with or without cause. The Chief Executive Officer and the President shall have the power to suspend from office for cause any officer appointed by the Board, if such suspension is promptly declared in writing to the Board.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareholders of the Corporation and perform such other duties and have such other powers as the Board shall designate from time to time. In the absence of the Chairman of the Board, the Board may designate an individual to preside over any meeting of the Board or the shareholders.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation and, subject to the control of the Board, shall generally supervise and control all of the business and affairs of the Corporation. The Chief Executive Officer will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.5 President. The President shall be the chief operating officer of the Corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer, unless the Board provides otherwise. The President shall see that all orders and resolutions of the Board are carried into effect. The President will have any other authority and shall perform any other duties that the Board may delegate to him or her from time to time.

Section 4.6 Vice Presidents. In the case of absence or disability of the Chief Executive Officer and the President, or at the direction of the President, the Vice President, if any, will have the authority and shall perform the duties of the President. If the Corporation has more than one Vice President, the Vice President, in order of the length of service as such, unless otherwise determined by the Board, shall act in lieu of the President. A Vice President shall have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time.

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Section 4.7 Secretary. The Secretary shall: (i) keep the minutes of the meetings of the Board and of all committees and the shareholders; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) maintain and authenticate the records of the Corporation; (iv) serve as custodian of the seal, if any, of the Corporation and see that any such seal is affixed to all documents for which execution on behalf of the Corporation under seal is duly authorized; and (v) attest the signature or certify the incumbency or signature of any officer of the Corporation. The Secretary will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Secretary, or at the direction of the Chief Executive Officer or President, any Assistant Secretary will have the authority and may perform the duties of the Secretary.

Section 4.8 Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws; (ii) maintain appropriate accounting records; (iii) prepare, or cause to be prepared, annual financial statements of the Corporation that include a balance sheet as of the end of the fiscal year and an income and cash flow statement for that year. The Treasurer will have any other authority and shall perform any other duties that the Board or the Chief Executive Officer or President may delegate to him or her from time to time. In the case of absence or disability of the Treasurer, or at the direction of the Chief Executive Officer or President, any Assistant Treasurer will have the authority and may perform the duties of the Treasurer.

Section 4.9 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective upon receipt of the notice or at such later time as is stated in the notice. Unless otherwise specified in the notice, acceptance of the notice shall not be required to make any such resignation effective.

Section 4.10 Contracts, Checks and Drafts. Except as otherwise required by law, by the Articles of Incorporation or these Bylaws, or by resolution of the Board, any contracts, deeds, leases, bonds or other similar instruments to be made or executed by or on behalf of the Corporation may be executed and delivered by the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer or by any such other officer(s) of the Corporation as the Board may from time to time direct. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Chief Executive Officer, the President or the Treasurer or by such other officer(s) or agent(s) of the Corporation and in such other manner as the Board may from time to time determine. Subject to any restrictions imposed by the Board, the Chief Executive Officer or the President may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

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Section 4.11 Voting Securities Owned by the Corporation. Unless otherwise directed by the Board, the Chief Executive Officer, the President, any Vice President or the Secretary shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of the shareholders or members of or with respect to any action of the shareholders or members of any other entity in which this Corporation may hold securities and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in such other entity. Any person authorized to vote securities shall have the power to appoint proxies with general power of substitution.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers.

A. The Corporation’s shares may be certificated and shall be registered on the books of the Corporation with the name and address of the person to whom the shares are issued, the number of shares and the date of issue. Any certificates representing shares of the Corporation shall be in such form as the Board, Chief Executive Officer, President or Secretary may from time to time prescribe. The shares of stock of the Corporation shall be transferred on the books of the Corporation upon the request of the holder of such shares and upon surrender for cancellation of certificates for the same number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Any certificates of stock shall be signed by or in the name of the Corporation by at least two of the following officers: the Chief Executive Officer, the President, the Treasurer or the Secretary. All or any of the signatures on any certificates may be facsimile signatures. In case any officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

C. The Board, the Chief Executive Officer, the President, or the Secretary may issue or cause to be issued a new certificate of stock in place of any certificate previously issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate(s), or such owner’s legal representative, to indemnify the Corporation or to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate.

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ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any formal or informal, threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), where the basis of such Proceeding is alleged action in an official capacity as a director, officer, member, manager, partner, trustee, employee or agent, to the fullest extent authorized by the Florida Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection with such Proceeding, and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, member, manager, partner, trustee, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board. The Corporation may, by resolution of the Board, provide indemnification and Advancement of Expenses (as defined in Section 6.2) to employees and agents of the Corporation with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers in this Article VI.

Section 6.2 Right to Advancement of Expenses. Expenses (including attorneys’ fees, costs and charges) incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding (hereinafter an “Advancement of Expenses”); provided, however, that, if the Florida Business Corporation Act requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon (a) delivery to the Corporation of (i) an affirmation by such Indemnitee of his or her good faith belief that he or she

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has met the standard of conduct required for Advancement of Expenses by the Florida Business Corporation Act and (ii) an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise, and (b) a determination by the Board that the facts then known to the Board would not preclude the Advancement of Expenses.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to also be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Florida Business Corporation Act. Neither the failure of the Corporation (including the Board, its legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Florida Business Corporation Act, nor an actual determination by the Corporation (including the Board, its legal counsel, or its shareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to the suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right that any person may have or hereafter acquire under the Articles of Incorporation, these Bylaws, or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, member, manager, partner, trustee, employee or agent of the Corporation or another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Florida Business Corporation Act.

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Section 6.6 Other Sources of Indemnification. The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request as a director, officer, member, manager, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person has actually collected as indemnification or Advancement of Expenses from such other corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Dividends; Reserves. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation; provided that such dividend payments do not conflict with any other applicable contractual, legal or other prohibition on the payment of dividends by the Corporation. In addition, the Board may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.2 Seal. If the Corporation shall have a corporate seal, it shall have inscribed on it the name of the Corporation and shall be in such form as may be approved from time to time by the Board.

ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the shareholders or the Board.

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EX-4.4

Exhibit 4.4

Supplemental Indenture

SUPPLEMENTAL INDENTURE, dated as of June 15, 2012 (this “Supplemental Indenture”), among Blue Medical Supply, Inc., a corporation duly organized and existing under the laws of the State of Delaware (along with its successors and assigns, “Blue Medical”), Federal Medical Supplies, Inc., a corporation duly organized and existing under the laws of the State of Georgia (along with its successors and assigns, “Federal Medical”), Infolab, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (along with its successors and assigns, “Infolab”), Keltman Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Mississippi (along with its successors and assigns, “Keltman”), Rebel Distributors Corp., a corporation duly organized and existing under the laws of the State of California (along with its successors and assigns, “Rebel”) and World Medical Government Solutions, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (along with its successors and assigns, “World Medical”; and, together with Blue Medical, Federal Medical, Infolab, Keltman and Rebel, each a “New Guarantor” and collectively, the “New Guarantors”), PSS World Medical, Inc., a corporation duly organized and existing under the laws of the State of Florida (along with its successors and assigns, the “Parent”) and U.S. Bank National Association, as Trustee (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Parent, the initial Guarantors named therein and the Trustee have heretofore become parties to an Indenture, dated as of February 24, 2012 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 6.375% Senior Notes due 2022 of the Parent (the “Securities”);

WHEREAS, the New Guarantors undertake to execute and deliver to the Trustee this Supplemental Indenture pursuant to which each New Guarantor shall guarantee the Parent’s obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein;

WHEREAS, the New Guarantors have entered into that certain Continuing Guaranty Agreement whereby the New Guarantors have guaranteed the “Obligations” under the Credit Agreement;

WHEREAS, pursuant to Section 4.18 of the Indenture, the New Guarantors are required to guarantee the Parent’s obligations thereunder;

WHEREAS, each New Guarantor desires to enter into this Supplemental Indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of each of the New Guarantors is dependent on the financial performance and condition of the Parent; and

WHEREAS, pursuant to Section 10.01(4) of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Parent and the Trustee mutually covenant and agree for the benefit of the Holders of the Securities as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all other Existing Guarantors and fully and unconditionally, to guarantee the Parent’s obligations under the Indenture and the Securities on the terms and subject to the conditions set forth in the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Guarantor. This Guarantee is subject to the subordination provisions of the Indenture.

3. Termination, Release and Discharge. Each New Guarantor’s Guarantee shall terminate and be of no further force or effect, and such New Guarantor shall be released and discharged from all obligations in respect of such Guarantee, as and when provided in the Indenture.

4. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each New Guarantor’s Guarantee or any provision contained herein or in the Indenture.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. THE TRUSTEE, THE PARENT AND EACH NEW GUARANTOR AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

7. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same

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agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

8. Headings. The Section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

NEW GUARANTORS:
BLUE MEDICAL SUPPLY, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
FEDERAL MEDICAL SUPPLIES, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
INFOLAB, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
KELTMAN PHARMACEUTICALS, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
REBEL DISTRIBUTORS CORP.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

4

WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
PARENT:
PSS WORLD MEDICAL, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

5

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION NATIONAL ASSOCIATION, as Trustee
By:	/s/ Glenda Peterson
Name:	Glenda Peterson
Title:	Assistant Vice President

6

EX-5.1

Exhibit 5.1

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

June 15, 2012

PSS World Medical, Inc.

    and the guarantors listed on Annex A

4345 Southpoint Boulevard

Jacksonville, Florida 32216

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to PSS World Medical, Inc., a Florida corporation (the “Issuer”), and the guarantors listed on Annex A (the “Guarantors,” and together with the Issuer, the “Registrants”) in connection with the filing of the above-referenced Registration Statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), (a) $250,000,000 aggregate principal amount of the Issuer’s 6.375% Senior Notes due 2022 (the “New Notes”) and (b) the related guarantees of the New Notes by the Guarantors (the “New Guarantees,” and together with the New Notes, the “Securities”) to be issued under an Indenture, dated as of February 24, 2012, and a Supplemental Indenture, dated June 15, 2012 (collectively, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”). Following the effectiveness of the Registration Statement, the Registrants intend to issue the Securities to the holders of $250,000,000 aggregate principal amount of the Issuer’s outstanding 6.375% Senior Notes due 2022 (the “Old Notes”) in exchange for the Old Notes and the related guarantees of the Old Notes by the Guarantors (the “Old Guarantees,” and together with the Old Notes, the “Old Securities”).

This opinion letter is rendered pursuant to Item 21 of Form S-4 and Item 601 of the Commission’s Regulation S-K.

We have examined (i) the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Certificate of Formation, Charter, or Certificate of Limited Partnership, as applicable, of each of the Registrants, (ii) the Bylaws, Limited Liability Company Operating Agreement, or Limited Partnership Agreement, as applicable, of each of the Registrants, (iii) records of proceedings of the board of directors or board of managers, as applicable, of each of the Registrants, (iv) the Old Notes, including the notations of the Old Guarantees as set forth on the Old Notes, (v) the proposed form of the New Notes set forth in the Indenture, including the notations of the New Guarantees

Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C

PSS World Medical, Inc.

June 15, 2012

Page 2

as set forth on the New Notes, (vi) the Indenture, (viii) the Purchase Agreement, dated February 16, 2012, among the Issuer, the Guarantors and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Initial Purchasers, (ix) the Registration Rights Agreement, dated February 24, 2012, among the Issuer, the Guarantors and such Initial Purchasers and (x) the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Registrants and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth.

In rendering our opinion set forth below, we have assumed, without any independent verification, (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the original documents of all documents submitted to us as conformed, facsimile, photostatic or electronic copies, (v) that the form of the Securities will conform to that included in the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee under the laws of its jurisdiction of incorporation or organization, (vii) that all parties (other than the Registrants) to the documents examined by us have full power and authority under the laws of their respective jurisdictions of incorporation or organization to execute, deliver and perform their obligations under such documents and under the other documents required or permitted to be delivered and performed thereunde0,r and (viii) that the Indenture has been duly qualified under the Trust Indenture Act of 1939.

Our opinion set forth below is limited to the laws of the States of California, Delaware, Florida, Georgia, Mississippi, New York, Tennessee, and Washington and the federal laws of the United States of America to the extent referred to specifically herein, and we do not express any opinion herein concerning any other laws.

The only opinion rendered by us consists of those matters set forth in the eighth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.

Based on and subject to the foregoing, it is our opinion that, upon due execution of the Securities by the Registrants, due authentication thereof by the Trustee in accordance with the Indenture and issuance and delivery thereof in exchange for the Old Securities as contemplated by the Registration Statement, the Securities will be validly issued and will constitute legally binding obligations of the Registrants, entitled to the benefits of the Indenture and enforceable against the Registrants in accordance with their terms, subject to (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship, and similar laws, and

PSS World Medical, Inc.

June 15, 2012

Page 3

limitations imposed under judicial decisions related to or affecting creditors’ rights and remedies generally; (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and principles limiting the availability of the remedy of specific performance; and (iii) concepts of good faith, fair dealing and reasonableness.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Alston & Bird LLP
By:	/s/ Sarah E. Ernst
	Sarah E. Ernst
	A Partner

Annex A

Ancillary Management Solutions, Inc.

Blue Medical Supply, Inc.

BottomLine Medical Solutions, LLC

Cascade Medical Supply, Inc.

ClaimOne, LLC

Dispensing Solutions Acquisition Corp.

Dispensing Solutions, Inc.

DS Holdings, Inc.

DSRx, Inc.

Federal Medical Supplies, Inc.

Gulf South Medical Supply, Inc.

Infolab, LLC

Keltman Pharmaceuticals, Inc.

Linear Holdings, LLC

Linear Medical Solutions, LLC

Physician Sales & Service, Inc.

Physician Sales & Service Limited Partnership

POC Management Group, LLC

ProClaim, Inc.

PSS Holding, Inc.

PSS Service, Inc.

Rebel Distributors Corp.

Scrip Pak, LLC

Stat Rx USA, LLC

Theratech, Inc.

ThriftyMed, Inc.

World Medical Government Solutions, LLC

WorldMed Shared Services, Inc.

EX-10.9K

Exhibit 10.9k

EXECUTION VERSION

CONTINUING GUARANTY AGREEMENT

THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made on June 14, 2012, by the undersigned, each with a mailing address at 4345 Southpoint Boulevard, Jacksonville, FL 32216 (collectively herein called, the “Immaterial Subsidiary Guarantors” and each, an “Immaterial Subsidiary Guarantor”), in favor of each of the financial institutions (collectively, “Lenders”) now or hereafter parties to the Credit and Security Agreement (as defined below) and BANK OF AMERICA, N.A., a national banking association with a mailing address at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339, as agent (in such capacity, together with its successors in such capacity, the “Agent”) for each of the Lenders (Agent and each Lender being referred to individually as a “Guaranteed Party” and collectively as the “Guaranteed Parties”).

Recitals:

Guaranteed Parties are parties with PSS WORLD MEDICAL, INC., a Florida corporation (“PSS”), GULF SOUTH MEDICAL SUPPLY, INC., a Delaware corporation (“Gulf South”), PHYSICIAN SALES & SERVICES LIMITED PARTNERSHIP, a Florida limited partnership (“PSS LP”), WORLDMED SHARED SERVICES, INC., a Florida corporation (“WorldMed”), CASCADE MEDICAL SUPPLY, INC., a Washington corporation (“Cascade”), THERATECH, INC., a Tennessee corporation (“Theratech”), DS HOLDINGS, INC., a Delaware corporation (“DS Holdings”), DSRX, INC., a California corporation (“DSRx”), DISPENSING SOLUTIONS ACQUISITION CORP., a California corporation (“DSAC”), DISPENSING SOLUTIONS, INC., a Delaware corporation (“DSI”), POC MANAGEMENT GROUP, LLC, a California limited liability company (“POC Management”), LINEAR HOLDINGS, LLC, a Delaware limited liability company (“Linear Holdings”), LINEAR MEDICAL SOLUTIONS, LLC, a Delaware limited liability company (“Linear Medical”), STAT RX USA, LLC, a Delaware limited liability company (“Stat Rx”), SCRIP PAK, LLC, a Florida limited liability company (“Scrip Pak”), CLAIMONE, LLC, a Delaware limited liability company (“ClaimOne”), BOTTOMLINE MEDICAL SOLUTIONS, LLC, a Delaware limited liability company (“BottomLine”; PSS, Gulf South, PSS LP, WorldMed, Cascade, Theratech, DS Holdings, DSRx, DSAC, DSI, POC Management, Linear Holdings, Linear Medical, Stat Rx, Scrip Pak, ClaimOne and BottomLine are referred to hereinafter each individually as a “Borrower” and collectively as the “Borrowers”), and PSS HOLDING, INC., a Florida corporation (“PSS Holding”), PSS SERVICE, INC., a Florida corporation (“PSS Service”), PHYSICIAN SALES & SERVICE, INC., a Florida corporation (“Physician Sales & Service”), THRIFTYMED, INC., a Florida corporation (“ThriftyMed”), PROCLAIM, INC., a Tennessee corporation (“ProClaim”) and ANCILLARY MANAGEMENT SOLUTIONS, INC., a Tennessee corporation (“AMS”; PSS Holding, PSS Service, Physician Sales & Service, ThriftyMed, ProClaim and AMS are referred to hereinafter each individually as a “Guarantor” and collectively as the “Guarantors”), to a certain Second Amended and Restated Credit and Security Agreement dated November 16, 2011 (as at any time amended or restated, the “Credit and Security Agreement”).

Pursuant to Section 8.32 of the Credit and Security Agreement, Obligors have agreed to cause any Material Subsidiary created or acquired after the Closing Date by any Obligor or any of its domestic Subsidiaries promptly, to execute and deliver certain supplements and other amendments to the Loan Documents in order to, among other things, cause such Material Subsidiary to become a Borrower or Guarantor under the Credit Agreement.

After the Closing Date Obligors created or acquired the Immaterial Subsidiary Guarantors which are not Material Subsidiaries. Nevertheless, to facilitate Obligors’ financial reporting requirements, Obligors desire to cause the Immaterial Subsidiary Guarantors to execute and deliver this Guaranty and Agent has agreed to accept this Guaranty.

Statement of Agreement:

NOW, THEREFORE, for Ten Dollars ($10) in hand paid and in consideration of the premises and the mutual covenants and agreements set forth herein, each Immaterial Subsidiary Guarantor hereby agrees as follows:

1. Definitions; Rules of Construction. Capitalized terms used herein (including in the recitals hereto), unless otherwise defined, shall have the meanings ascribed to them in the Credit and Security Agreement. As used herein, the words “herein,” “hereof,” “hereunder,” and “hereon” shall have reference to this Guaranty taken as a whole and not to any particular provision hereof; and the word “including” shall mean “including, without limitation.”

2. Guaranty. (a) Each Immaterial Subsidiary Guarantor hereby unconditionally and irrevocably, jointly and severally, guarantees the full payment and performance by the Borrowers of all of the Obligations, whether now existing or hereafter arising (all of the Obligations being jointly referred to herein as the “Guaranteed Obligations”). Each Immaterial Subsidiary Guarantor hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Loan or any other Obligation, it will forthwith pay the same, without notice or demand.

(b) No Guaranteed Party shall be under any obligation to marshal any assets in favor of Guarantor or in payment of any of the Guaranteed Obligations. If and to the extent any Guaranteed Party receives any payment on account of any of the Guaranteed Obligations (whether from Borrowers, any Immaterial Subsidiary Guarantor or a third party obligor or from the sale or other disposition of any Collateral) and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any state, federal or foreign bankruptcy or other insolvency law, common law or equitable cause, then the part of the Guaranteed Obligations intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made. The foregoing provisions of this paragraph shall survive payment in full of the Obligations and the termination of this Guaranty.

(c) Guaranteed Parties shall have the right to seek recourse against Immaterial Subsidiary Guarantors to the full extent provided for herein and against Borrowers to the full extent provided for in any of the Loan Documents. No election to proceed in one form of action

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or proceeding, or against any Person, or on any obligation, shall constitute a waiver of any Guaranteed Party’s right to proceed in any other form of action or proceeding or against any other Person unless such Guaranteed Party has expressly waived such right in writing. Specifically, but without limiting the generality of the foregoing, no action or proceeding by Guaranteed Parties against Borrowers under the Loan Documents or any other instrument or agreement evidencing or securing Guaranteed Obligations shall serve to diminish the liability of any Immaterial Subsidiary Guarantor for the balance of the Guaranteed Obligations.

3. Nature of Guaranty. This Guaranty is a primary, immediate and original obligation of each Immaterial Subsidiary Guarantor; is an absolute, unconditional, continuing and irrevocable guaranty of payment of the Guaranteed Obligations and not of collectability only; is not contingent upon the exercise or enforcement by Guaranteed Parties of whatever rights or remedies Guaranteed Parties may have against Borrowers or others, or the enforcement of any Lien or realization upon any Collateral or other security that any of Guaranteed Parties may at any time possess; and shall remain in full force and effect without regard to future changes in conditions, including change of law or any invalidity or unenforceability of any Guaranteed Obligations or agreements evidencing same. This Guaranty shall be in addition to any other present or future guaranty or other security for any of the Guaranteed Obligations, shall not be prejudiced or unenforceable by the invalidity of any such other guaranty or security, and is not conditioned upon or subject to the execution by any other Person of this Guaranty or any other guaranty or suretyship agreement.

4. Payment and Enforcement of Guaranteed Obligations. (a) If any Immaterial Subsidiary Guarantor should dissolve or become insolvent (within the meaning of the Georgia Uniform Commercial Code), or if a petition for an order for relief with respect to any Immaterial Subsidiary Guarantor should be filed by or against any Immaterial Subsidiary Guarantor under any chapter of the Bankruptcy Code, or if a receiver, trustee, conservator or other custodian should be appointed for any Immaterial Subsidiary Guarantor or any of any Immaterial Subsidiary Guarantor’s property, or if an Event of Default shall occur and be continuing, then, in any such event and whether or not any of the Guaranteed Obligations are then due and payable or the maturity thereof has been accelerated or demand for payment thereof has been made, Guaranteed Parties may, without notice to such Immaterial Subsidiary Guarantor, make the Guaranteed Obligations immediately due and payable hereunder as to such Immaterial Subsidiary Guarantor, and Guaranteed Parties shall be entitled to enforce the obligations of such Immaterial Subsidiary Guarantor hereunder as if the Guaranteed Obligations were then due and payable in full. If any of the Guaranteed Obligations are collected by or through an attorney at law, each Immaterial Subsidiary Guarantor agrees to pay to Guaranteed Parties reasonable attorneys’ fees and court costs. Each Immaterial Subsidiary Guarantor shall be obligated to make multiple payments under this Guaranty to the extent necessary to cause full payment of the Guaranteed Obligations.

(b) Any and all payments by any Immaterial Subsidiary Guarantor hereunder shall be made free and clear of and without deduction for any setoff, counterclaim, or withholding so that, in each case, Guaranteed Parties shall receive, after giving effect to any taxes (excluding taxes imposed on the overall net income of Guaranteed Parties to the extent excluded pursuant to the Credit and Security Agreement), the full amount that they would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without

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duplication of amounts for taxes already included in the Guaranteed Obligations). If for any reason any Borrower has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, or if any of the Guaranteed Obligations become unrecoverable from any Borrower by reason of such Borrower’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on such Guarantor to the same extent as if such Immaterial Subsidiary Guarantor had at all times been the principal obligor on all such Guaranteed Obligations. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy, dissolution or reorganization of debt or for any other reason, all such amounts otherwise subject to acceleration under the terms of any Loan Documents or other instrument or agreement evidencing or securing the payment of the Guaranteed Obligations shall nevertheless be immediately due and payable by Immaterial Subsidiary Guarantors.

(c) The books and records of Guaranteed Parties showing the account between Guaranteed Parties and Borrowers shall be admissible in evidence in any action or proceeding against or involving Immaterial Subsidiary Guarantor as prima facie proof of the items therein set forth, and the monthly statements of Guaranteed Parties rendered to Borrowers, to the extent no written objection thereto is made within 30 days from the date of sending thereof to Borrowers, shall be deemed conclusively correct and shall constitute an account stated between Guaranteed Parties and Borrowers and shall be binding on Immaterial Subsidiary Guarantors.

(d) Each Immaterial Subsidiary Guarantor acknowledges that Agent is authorized and empowered to enforce this Guaranty for the benefit of all of the Guaranteed Parties and to collect from such Immaterial Subsidiary Guarantor the amount of the Guaranteed Obligations from time to time, in Agent’s own name and without the necessity of joining any other Guaranteed Party in any action, suit or other proceeding to enforce this Guaranty.

5. Specific Waivers of Immaterial Subsidiary Guarantors. (a) To the fullest extent permitted by Applicable Law, each Immaterial Subsidiary Guarantor does hereby waive notice of each Guaranteed Party’s acceptance hereof and reliance hereon; notice of the extension of credit from time to time by Guaranteed Parties to any Borrower and the creation, existence or acquisition of any Guaranteed Obligations; notice of the amount of Guaranteed Obligations of Borrowers to Guaranteed Parties from time to time (subject, however, to such Guarantor’s right to make inquiry of Agent to ascertain the amount of Guaranteed Obligations at any reasonable time); notice of any adverse change in any Borrower’s financial condition or of any other fact which might increase such Immaterial Subsidiary Guarantor’s risk; notice of presentment for payment, demand, protest and notice thereof as to any instrument; notice of default or acceleration; all other notices and demands to which such Immaterial Subsidiary Guarantor might otherwise be entitled; any right such Immaterial Subsidiary Guarantor may have, by statute or otherwise, to require Guaranteed Parties to institute suit against any Borrower after notice or demand from such Immaterial Subsidiary Guarantor or to seek recourse first against Borrowers or otherwise, or to realize upon any security for the Guaranteed Obligations, as a condition to enforcing such Immaterial Subsidiary Guarantor’s liability and obligations hereunder; any defense that any Borrower may at any time have or assert based upon the statute of limitations, the statute of frauds, failure of consideration, fraud, bankruptcy, lack of legal capacity, usury, or accord and satisfaction; any defense that other indemnity, guaranty, or

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security was to be obtained; any defense or claim that any Person purporting to bind any Borrower to the payment of any of the Guaranteed Obligations did not have actual or apparent authority to do so; any right to contest the commercial reasonableness of the disposition of any Collateral; any defense or claim that any other act or failure to act by any Guaranteed Party had the effect of increasing such Immaterial Subsidiary Guarantor’s risk of payment; and any other legal or equitable defense to payment hereunder. Without limiting the generality of the foregoing, each Immaterial Subsidiary Guarantor waives all rights under Section 10-7-24 of the Official Code of Georgia Annotated, as amended, including any right to require Guaranteed Parties to proceed against Borrowers.

(b) To the fullest extent permitted by Applicable Law, each Immaterial Subsidiary Guarantor also hereby waives and renounces (for itself and its successors) any and all rights or defenses arising by reason of any “one action” or “anti-deficiency” law which would otherwise prevent Guaranteed Parties from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of setoff) against such Immaterial Subsidiary Guarantor before or after any Guaranteed Party’s commencement or completion of any foreclosure action, whether by judicial action, by exercise of power of sale or otherwise, or any other law which in any other manner would otherwise require any election of remedies by any Guaranteed Party; and any right that such Immaterial Subsidiary Guarantor may have to claim or recover in any litigation arising out of this Guaranty or any of the other Loan Documents, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.

6. Immaterial Subsidiary Guarantors’ Consents and Acknowledgments. (a) Each Immaterial Subsidiary Guarantor consents and agrees that, without notice to or by such Immaterial Subsidiary Guarantor and without reducing, releasing, diminishing, impairing or otherwise affecting the liability or obligations of such Immaterial Subsidiary Guarantor hereunder, any Guaranteed Party may (with or without consideration) compromise or settle any of the Guaranteed Obligations; accelerate the time for payment of any of the Guaranteed Obligations; extend the period of duration or the time for the payment, discharge or performance of any of the Guaranteed Obligations; increase the amount of the Guaranteed Obligations; refuse to enforce, or release all or any Persons liable for the payment of, any of the Guaranteed Obligations; increase, decrease or otherwise alter the rate of interest payable with respect to the principal amount of any of the Guaranteed Obligations or grant other indulgences to Borrowers in respect thereof; amend, modify, terminate, release, or waive any Loan Documents or any other documents or agreements evidencing, securing or otherwise relating to the Guaranteed Obligations (other than this Guaranty); release, surrender, exchange, modify or impair, or consent to the sale, transfer or other disposition of, any Collateral or other property at any time securing (directly or indirectly) any of the Guaranteed Obligations or on which Guaranteed Parties may at any time have a Lien; fail or refuse to perfect (or to continue the perfection of) any Lien granted or conveyed to any Guaranteed Party with respect to any Collateral, or to preserve rights to any Collateral, or to exercise care with respect to any Collateral in any Guaranteed Party’s possession; extend the time of payment of any Collateral consisting of accounts, notes, chattel paper, payment intangibles or other rights to the payment of money; refuse to enforce or forbear from enforcing its rights or remedies with respect to any Collateral or any Person liable for any of the Guaranteed Obligations or make any compromise or settlement or agreement therefor in respect of any Collateral or with any party to the Guaranteed

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Obligations; release or substitute any one or more of the endorsers or guarantors of the Guaranteed Obligations, whether parties to this Guaranty or not; subordinate payment of any of the Guaranteed Obligations to the payment of any other liability of any Borrower; or apply any payments or proceeds of Collateral received to the liabilities of any Borrower to any Guaranteed Party regardless of whether such liabilities consist of Guaranteed Obligations and regardless of the manner order or of any such application.

(b) Each Immaterial Subsidiary Guarantor is fully aware of the financial condition of each Borrower. Each Guarantor delivers this Guaranty based solely upon such Immaterial Subsidiary Guarantor’s own independent investigation and in no part upon any representation or statement of any Guaranteed Party with respect thereto. Each Immaterial Subsidiary Guarantor is in a position to and hereby assumes full responsibility for obtaining any additional information concerning each Borrower’s financial condition as such Immaterial Subsidiary Guarantor may deem material to such Immaterial Subsidiary Guarantor’s obligations hereunder and such Immaterial Subsidiary Guarantor is not relying upon, nor expecting any Guaranteed Party to furnish such Immaterial Subsidiary Guarantor, any information in any Guaranteed Party’s possession concerning any Borrower’s financial condition. If any Guaranteed Party, in its sole discretion, undertakes at any time or from time to time to provide any information to such Immaterial Subsidiary Guarantor regarding Borrowers, any of the Collateral or any transaction or occurrence in respect of any of the Loan Documents, such Guaranteed Party shall be under no obligation to update any such information or to provide any such information to any Immaterial Subsidiary Guarantor on any subsequent occasion. Each Immaterial Subsidiary Guarantor hereby knowingly accepts the full range of risks encompassed within a contract of “Guaranty,” which risks include, without limitation, the possibility that Borrowers will contract additional Guaranteed Obligations for which such Immaterial Subsidiary Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated.

7. Continuing Nature of Guaranty. (a) This Guaranty shall continue in full force and effect until the Guaranteed Obligations have been fully paid and discharged (or, in the case of contingent obligations, such as those arising from Letters of Credit, cash collateralized as required by the Loan Documents) and all financing commitments under the Credit and Security Agreement or otherwise have been terminated. Each Immaterial Subsidiary Guarantor acknowledges that there may be future advances by Guaranteed Parties to Borrowers (although Guaranteed Parties may be under no obligation to make such advances) and that the number and amount of the Guaranteed Obligations are unlimited and may fluctuate from time to time hereafter, and this Guaranty shall remain in force at all times hereafter, whether there are any Guaranteed Obligations outstanding from time to time or not.

(b) To the fullest extent permitted by Applicable Law, each Immaterial Subsidiary Guarantor waives any right that such Immaterial Subsidiary Guarantor may have to terminate or revoke this Guaranty. If, notwithstanding the foregoing waiver, any Immaterial Subsidiary Guarantor shall nevertheless have any right under Applicable Law to terminate or revoke this Guaranty, which right cannot be waived by such Immaterial Subsidiary Guarantor, such termination or revocation shall not be effective until a written notice of such termination or revocation, specifically referring to this Guaranty and signed by such Immaterial Subsidiary Guarantor, is actually received by an officer of Agent who is familiar with Borrowers’ account

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with Guaranteed Parties and this Guaranty; but any such termination or revocation shall not affect the obligation of such Immaterial Subsidiary Guarantor or such Immaterial Subsidiary Guarantor’s successors or assigns with respect to any of the Guaranteed Obligations owing to Guaranteed Parties and existing at the time of the receipt by Agent of such revocation or to arise out of or in connection with any transactions theretofore entered into by Guaranteed Parties with or for the account of Borrowers. If any Guaranteed Party grants loans or other extensions of credit to or for the benefit of any Borrower or takes other action after the termination or revocation by such Immaterial Subsidiary Guarantor but prior to Agent’s receipt of such written notice of termination or revocation, then the rights of such Guaranteed Party hereunder with respect thereto shall be the same as if such termination or revocation had not occurred.

8. Subordination; Postponement of Subrogation Rights. (a) Any and all present and future debts and obligations of Borrowers to any Immaterial Subsidiary Guarantor are hereby subordinated to the full payment of the Guaranteed Obligations by Borrowers to Guaranteed Parties. If any payment shall be made to any Immaterial Subsidiary Guarantor on account of any indebtedness owing by Borrowers to such Immaterial Subsidiary Guarantor during any time that any Guaranteed Obligations are outstanding, such Immaterial Subsidiary Guarantor shall hold such payment in trust for the benefit of Guaranteed Parties and shall make such payments to Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the discretion of Guaranteed Parties. The provisions of this Guaranty shall be supplemental to and not in derogation of any rights and remedies of any Guaranteed Party or any affiliate of any Guaranteed Party under any separate subordination agreement that such Guaranteed Party or such affiliate may at any time or from time to time enter into with any Immaterial Subsidiary Guarantor.

(b) Until the Guaranteed Obligations have been paid in full and the Credit and Security Agreement and all commitments of Guaranteed Parties thereunder have been terminated, no Immaterial Subsidiary Guarantor shall assert any claim, right or remedy (whether or not arising in equity, by contract or Applicable Law) against Borrowers or any other Person by reason of such Guarantor’s payment or other performance hereunder. Without limiting the generality of the foregoing, each Immaterial Subsidiary Guarantor hereby subordinates to the full and final payment of the Guaranteed Obligations any and all legal or equitable rights or claims that such Immaterial Subsidiary Guarantor may have to reimbursement, subrogation, indemnity and exoneration and agrees that until all of the Guaranteed Obligations have been paid in full and the Credit and Security Agreement and all commitments thereunder have been terminated, such Immaterial Subsidiary Guarantor shall have no recourse to any assets or property of Borrowers (including any Collateral) and no right of recourse against or contribution from any other Person in any way directly or contingently liable for any of the Guaranteed Obligations, whether any of such rights arise under contract, in equity or under Applicable Law.

9. Other Guaranties. If on the date of any Immaterial Subsidiary Guarantors’ execution of this Guaranty or at any time thereafter any Guaranteed Party receives any other guaranty from any Immaterial Subsidiary Guarantor or from any other Person of any of the Guaranteed Obligations, the execution and delivery to such Guaranteed Party and such Guaranteed Party’s acceptance of any such additional guaranty shall not be deemed in lieu of or to supersede, terminate or diminish this Guaranty, but shall be construed as an additional or supplementary guaranty unless otherwise expressly provided in such additional or supplementary

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guaranty; and if, prior to the date hereof, any Immaterial Subsidiary Guarantor or any other Person has given to any Guaranteed Party a previous guaranty or guaranties, this Guaranty shall be construed to be an additional or supplementary guaranty and not to be in lieu thereof or to supersede, terminate or diminish such previous guaranty or guaranties.

10. Application of Payments. Unless otherwise required by Applicable Law or a specific agreement to the contrary, all payments received by Guaranteed Parties from Borrowers, Immaterial Subsidiary Guarantors or any other Person with respect to the Guaranteed Obligations or from proceeds of the Collateral may be applied (or reversed and reapplied) by Guaranteed Parties to the Guaranteed Obligations in accordance with the Credit and Security Agreement, without affecting in any manner any Immaterial Subsidiary Guarantor’s liability hereunder.

11. Limitation on Guaranty. To the extent any performance of this Guaranty would violate any applicable usury statute or other Applicable Law, the obligation to be fulfilled shall be reduced to the limit legally permitted, so that this Guaranty shall not require any performance in excess of the limit legally permitted, but such obligations shall be fulfilled to the limit of legal validity. Nothing in this Guaranty shall be construed to authorize Guaranteed Parties to collect from any Immaterial Subsidiary Guarantor any interest that has not yet accrued, is unearned or subject to rebate or is otherwise not entitled to be collected by Guaranteed Parties under Applicable Law. The provisions of this paragraph shall control every other provision of this Guaranty.

12. Financial Information; Disclosure. Each Immaterial Subsidiary Guarantor warrants that as of the date of this Guaranty, the fair saleable value of such Immaterial Subsidiary Guarantor’s assets exceeds the total amount of such Immaterial Subsidiary Guarantor’s liabilities; such Immaterial Subsidiary Guarantor is meeting such Immaterial Subsidiary Guarantor’s current liabilities as they mature; there are not now pending against such Immaterial Subsidiary Guarantor any material court or administrative proceedings nor has there been filed (or threatened to be filed) against such Immaterial Subsidiary Guarantor any undischarged judgments or federal or state tax liens; and such Immaterial Subsidiary Guarantor is not in default or claimed default under any agreement to which it is a party for borrowed money. Each Immaterial Subsidiary Guarantor shall promptly notify Agent in writing if any of the foregoing warranties become incorrect or inaccurate. Each Immaterial Subsidiary Guarantor shall provide to Agent such information regarding such Guarantor’s assets, liabilities and financial condition generally as Agent may from time to time request, including copies of such Immaterial Subsidiary Guarantor’s tax returns and financial statements. If any Guaranteed Party elects to assign or sell participations in any of the Guaranteed Obligations or the Loan Documents, including this Guaranty, such Guaranteed Party may forward to each assignee or participant and each prospective assignee or participant all documents and information relating to this Guaranty or to Immaterial Subsidiary Guarantors, whether furnished by Borrowers, Immaterial Subsidiary Guarantors or any other Person.

13. Immaterial Subsidiary Guarantors Not Obligors. The parties to this Guaranty hereby understand and agree that notwithstanding the execution and delivery by Immaterial Subsidiary Guarantors of this Guaranty that the Immaterial Subsidiary Guarantors shall not constitute “Guarantors” or “Obligors” under the Credit and Security Agreement. In

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furtherance of the foregoing and for the avoidance of doubt, it is further agreed that the Immaterial Subsidiary Guarantors shall not be entitled to the benefits of Guarantors or Obligors under the Credit and Security Agreement nor shall they be subject to the representations, warranties and covenants contained therein (except to the extent they are so subject by virtue of being Subsidiaries of an Obligor).

14. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and shall be effective upon receipt by the noticed party. Acceptable methods for giving notices hereunder shall include first-class U.S. mail, facsimile transmission and commercial courier service. Regardless of the manner in which notice is provided, notices may be sent to the addresses for Agent and Immaterial Subsidiary Guarantors as set forth above or to such other address as either party may give to the other for such purpose in accordance with this paragraph.

15. Governing Law; Venue. This Guaranty, all acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed, construed and interpreted according to the internal laws of the State of Georgia. All actions, suits or proceedings arising directly or indirectly hereunder may, at the option of Agent, be litigated in courts having suits within the State of Georgia, and each Immaterial Subsidiary Guarantor hereby expressly consents to the jurisdiction of any state or federal court located within said state and agrees that any service of process in such action or proceedings may be made by personal service upon such Immaterial Subsidiary Guarantor wherever such Immaterial Subsidiary Guarantor may be then located, or by certified or registered mail directed to such Immaterial Subsidiary Guarantor at such Immaterial Subsidiary Guarantor’s last known address; provided, however, that the foregoing shall not prevent Guaranteed Parties from bringing any action, enforcing any Lien or judgment or exercising any rights or remedies against such Guarantor, against any Collateral, or against any property of such Immaterial Subsidiary Guarantor, within any other county, state or other foreign or domestic jurisdiction. Each Immaterial Subsidiary Guarantor waives any objection to venue and any objection based on a more convenient form in any action instituted under this Guaranty.

16. Successors and Assigns. All the rights, benefits and privileges of Guaranteed Parties shall vest in, and be enforceable by Guaranteed Parties and their respective successors, transferees and assigns. This Guaranty shall be binding upon each Immaterial Subsidiary Guarantor and each Immaterial Subsidiary Guarantor’s successors and assigns. Without limiting the generality of the foregoing, any Guaranteed Party may assign, in accordance with the terms of the Credit and Security Agreement, to one or more banks or other entities all or any part of the Guaranteed Obligations, whereupon each such bank or other entity shall become vested with all of the rights in respect thereof granted to such Guaranteed Party herein or otherwise in respect hereof.

17. Miscellaneous. This Guaranty expresses the entire understanding of the parties with respect to the subject matter hereof and may not be changed orally, and no obligation of any Immaterial Subsidiary Guarantor can be released or waived by any Guaranteed Party or any officer or agent of any Guaranteed Party, except by a writing signed by a duly authorized officer of Agent. If any part of this Guaranty is determined to be invalid, the remaining provisions of this Guaranty shall be unaffected and shall remain in full force and effect. No delay or omission

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on any Guaranteed Party’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will any Guaranteed Party’s action or inaction impair any such right or power, and all of Guaranteed Parties’ rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies that Guaranteed Parties may have under other agreements, at law or in equity. Time is of the essence of this Guaranty and of each provision hereof. The section headings in this Guaranty are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of this Guaranty. This Guaranty may be executed in multiple counterparts, all of which taken together shall constitute one and the same Guaranty and the signature page of any counterpart may be removed therefrom and attached to any other counterpart.

18. Jury Trial Waiver. Immaterial Subsidiary Guarantors and Guaranteed Parties (by their acceptance hereof) each hereby waives the right to a jury trial in any action, suit, proceeding or counterclaim arising out of or related to this Guaranty and each Immaterial Subsidiary Guarantor further waives rights arising under applicable statutes or otherwise to require any Guaranteed Party to institute suit against any Borrower or to exhaust any Guaranteed Party’s rights and remedies against any Borrower or any Collateral, each Immaterial Subsidiary Guarantor being bound to the payment of any and all Guaranteed Obligations to Guaranteed Parties, whether now existing or hereafter accruing as fully as if such Guaranteed Obligations were directly owing to Guaranteed Parties by such Immaterial Subsidiary Guarantor.

[Signature on following page]

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IN WITNESS WHEREOF, Guarantor has caused this Continuing Guaranty Agreement to be signed, sealed and delivered by its duly authorized officers, on the day and year first written above.

BLUE MEDICAL SUPPLY, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
FEDERAL MEDICAL SUPPLIES, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
INFOLAB, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
KELTMAN PHARMACEUTICALS, INC.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer
REBEL DISTRIBUTORS CORP.
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Continuing Guaranty Agreement]

WORLD MEDICAL GOVERNMENT SOLUTIONS, LLC
By:	/s/ David D. Klarner
Name:	David D. Klarner
Title:	Vice President and Treasurer

[Signature Page to Continuing Guaranty Agreement]

EX-12.1

Exhibit 12.1

PSS WORLD MEDICAL, INC. AND SUBSIDIARIES

COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

FOR THE FISCAL YEARS ENDED MARCH 30, 2012, APRIL 1, 2011, APRIL 2, 2010, MARCH 27, 2009, AND MARCH 28, 2008

(Dollars in Thousands)

	2012			2011		2010		2009		2008
Fixed charges:
Interest expense	$	20,148		$	17,121	$	17,295	$	22,158	$	12,495
Capitalized interest		897			526		1,182		854		405
Interest component of rental expense		7,224			7,405		15,207		13,207		12,315
Fixed charges	$	28,279		$	25,052	$	33,684	$	36,219	$	25,215
Earnings:
Income from continuing operations before provision for income taxes	$	115,465		$	119,225	$	110,130	$	83,716	$	87,732
Add: Fixed charges		28,279			25,052		33,684		36,219		25,215
Less: Capitalized interest		(897	)		526		1,182		854		405
Total earnings	$	142,847		$	143,751	$	142,632	$	119,081	$	112,542
Ratio of earnings to fixed charges:
Total earnings	$	142,847		$	143,751	$	142,632	$	119,081	$	112,542
Fixed charges	$	28,279		$	25,052	$	33,684	$	36,219	$	25,215
Ratio(a)		5.1			5.7		4.2		3.3		4.5

(a) The consolidated ratios of earnings to fixed charges are calculated in accordance with Section 229.503 (d) of Regulation S-K.

EX-21.1

Exhibit 21.1

List of Subsidiaries of PSS World Medical, Inc.

Name of Domestic Subsidiary	State of Formation	(Names under which Subsidiary conducts business)
Gulf South Medical Supply, Inc.	Delaware
Physician Sales & Service, Inc.	Florida
Physician Sales & Service Limited Partnership	Florida
PSS Holding, Inc.	Florida
PSS Service, Inc.	Florida
ThriftyMed, Inc.	Florida
WorldMed Shared Services, Inc.	Florida	PSS World Medical Shared Services, Inc.
		Gulf South Medical Shared Services, Inc.
Proclaim, Inc.	Tennessee
Ancillary Management Solutions, Inc.	Tennessee
Cascade Medical Supply, Inc.	Washington
PSS Global Holdings	Bermuda
PSS Global Sourcing CBT	China
PSS China Sourcing Limited – Shanghai Representative Office	China
PSS Global Sourcing Hong Kong Limited	Hong Kong
PSS HK1 Limited	Hong Kong
PSS Global Sourcing Limited	Hong Kong
PSS China Sourcing Limited	Hong Kong
PSS Southeast Asia Limited	Malaysia
PSS Global Sourcing Limited	Thailand
Linear Holdings, LLC	Delaware
Linear Medical Solutions, LLC	Delaware
ClaimOne, LLC	Delaware
Stat RX USA, LLC	Delaware
DS Holdings, Inc.	Delaware
DSRx, Inc.	California
Dispensing Solutions Acquisition Corporation	California
Dispensing Solutions, Inc.	Delaware
POC Management Group, LLC	California
Theratech, Inc.	Tennessee
BottomLine Medical Solutions, LLC	Delaware
Scrip Pak, LLC	Florida
Keltman Pharmaceuticals, Inc.	Mississippi
Federal Medical Supplies, Inc.	Georgia
World Medical Government Solutions, LLC	Delaware
Blue Medical Supply, Inc.	Delaware
Infolab, LLC	Delaware
Rebel Distributors Corp.	California

EX-23.5

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

PSS World Medical, Inc.:

We consent to the use of our report(s) dated May 25, 2012, with respect to the consolidated balance sheets of PSS World Medical, Inc. as of March 30, 2012 and 2011, and the related consolidated statements of operations, equity and comprehensive income, and cash flows for each of the years in the three-year period ended March 30, 2012, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of March 30, 2012, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

KPMG LLP

Jacksonville, Florida

June 15, 2012

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer

Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Terence T. Rawlins

U.S. Bank National Association

225 Water Street

Jacksonville, FL 32202

(904) 358-5355

(Name, address and telephone number of agent for service)

PSS World Medical, INC.

(Issuer with respect to the Securities)

Florida	59-2280364
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4345 Southpoint Blvd. Jacksonville, Florida	32216
(Address of Principal Executive Offices)	(Zip Code)

6.375% Senior Notes due 2022

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of March 31, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, State of Florida on the 11th of June, 2012.

By:	/s/ Terence T. Rawlins
	Terence T. Rawlins
	Vice President

3

Exhibit 2

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

	IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
	Acting Comptroller of the Currency

4

Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.

	IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
	Acting Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 11, 2012

By:	/s/ Terence T. Rawlins
	Terence T. Rawlins
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2012

($000’s)

	3/31/2012
Assets
Cash and Balances Due From Depository Institutions	$	9,560,436
Securities		72,930,403
Federal Funds		33,777
Loans & Lease Financing Receivables		204,146,986
Fixed Assets		5,372,613
Intangible Assets		12,620,805
Other Assets		25,562,406
Total Assets	$	330,227,426
Liabilities
Deposits	$	238,678,346
Fed Funds		6,937,931
Treasury Demand Notes		0
Trading Liabilities		349,463
Other Borrowed Money		31,722,312
Acceptances		0
Subordinated Notes and Debentures		5,929,362
Other Liabilities		10,661,152
Total Liabilities	$	294,278,566
Equity
Minority Interest in Subsidiaries	$	1,947,357
Common and Preferred Stock		18,200
Surplus		14,133,323
Undivided Profits		18,849,980
Total Equity Capital	$	35,948,860
Total Liabilities and Equity Capital	$	330,227,426

7

EX-99.1

Exhibit 99.1

PSS WORLD MEDICAL, INC.

LETTER OF TRANSMITTAL

To Tender for Exchange

Registered 6.375% Senior Notes due 2022

for Outstanding 6.375% Senior Notes due 2022

Pursuant to the Prospectus Dated             , 2012

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2012, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted timely to U.S. Bank National Association (the “Exchange Agent”) as follows:

By Facsimile:	By Registered or Certified Mail:	By Hand/Overnight Delivery:
(651) 495-8158	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107
Confirm by Telephone:
(800) 934-6802

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (800) 934-6802.

The Exchange Offer is not being mailed to, nor will tenders be accepted from or on behalf of, holders of outstanding 6.375% Senior Notes due 2022 in any jurisdiction in which the offer or acceptance of the Exchange Offer is not permitted.

Preliminary Instructions

The prospectus dated             , 2012 (the “Prospectus”) of PSS World Medical, Inc., a Florida corporation (“PSSI” or the “Company”), and this Letter of Transmittal (this “Letter of Transmittal”) together constitute the Company’s offer to exchange (the “Exchange Offer”) $250.0 million aggregate principal amount of newly issued 6.375% Senior Notes due 2022 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all $250.0 million aggregate principal amount of outstanding unregistered 6.375% Senior Notes due 2022 (the “Old Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The form and terms of the New Notes will be substantially identical to the form and terms of the Old Notes, except that (i) the New Notes will bear a different CUSIP Number from the Old Notes, (ii) the New Notes have been registered under the Securities Act and therefore will not bear legends restricting their transfer and (iii) holders of the New Notes will not be entitled to certain rights under the Registration Rights Agreement, dated as of February 24, 2012 (the “Registration Rights Agreement”) among the Company, the guarantors named therein and the initial purchasers named therein. Holders of Old Notes that are accepted for exchange will not receive any accrued interest on the Old Notes. Interest will accrue on the New Notes from the date of original issuance of the Old Notes at the same rate and payable on the same dates as interest was payable on the Old Notes. See “The Exchange Offer—Terms of the Exchange Offer; Expiration Date of the Exchange Offer” in the Prospectus.

This Letter of Transmittal is to be completed by a holder of Old Notes if certificates representing the Old Notes are to be forwarded with this Letter of Transmittal, or if a holder of Old Notes will make a book-entry transfer of the Old Notes pursuant to the procedures set forth in the Prospectus under “The Exchange Offer—Exchange Offer Procedures” without an accompanying agent’s message. Tenders by book-entry transfer also may be made by delivering an agent’s message in lieu of this Letter of Transmittal. The term “agent’s message” means a message transmitted by The Depository Trust Company (“DTC”) and received by the Exchange Agent, stating that DTC has received an express acknowledgment that the tendering holder has received and agrees to be bound by this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against such holder. By transmitting an agent’s message, a holder is not required to deliver a letter of transmittal to the Exchange Agent.

New Notes issued in exchange for Old Notes in the Exchange Offer will be delivered only in book-entry form through DTC. Accordingly, holders who anticipate tendering Old Notes other than through DTC should promptly contact a bank, broker or other intermediary that has the capacity to hold securities through DTC to arrange for receipt of New Notes.

Holders who wish to tender their Old Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver their Old Notes, this Letter of Transmittal or any other required documents to the Exchange Agent or (ii) deliver a confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at DTC (a “Book-Entry Confirmation”) and otherwise complete the procedures for book-entry transfer, may effect a tender of Old Notes by complying with the guaranteed delivery procedures set forth in Instruction 1 attached to this Letter of Transmittal.

Only a holder in whose name Old Notes are registered, or who is authorized to become a registered holder by endorsement or power of attorney, may execute and deliver this Letter of Transmittal and tender Old Notes in the Exchange Offer. Any beneficial owner of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender such Old Notes must (i) instruct such registered holder to tender such Old Notes on such beneficial owner’s behalf, (ii) properly complete and duly execute the form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal, and (iii) timely deliver such form to the registered holder. The Company, the Exchange Agent and the transfer and registrar for the Old Notes shall be entitled to rely upon all representations, warranties, covenants and instructions given or made by such registered holder and/or such beneficial owner.

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The method of delivery of Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the holder’s election and risk. If such delivery is by mail, the use of registered mail, properly insured, with return receipt requested, is recommended. In all cases, sufficient time should be allowed to assure receipt by the Exchange Agent at or prior to the expiration of the Exchange Offer. Delivery of documents to DTC or PSSI does not constitute delivery to the Exchange Agent.

TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, A PROPERLY COMPLETED AND EXECUTED LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE IN LIEU OF THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATE(S) FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to PSSI the Old Notes described in Box I (Description of Tendered Notes) (the “Tendered Notes”). The undersigned is the registered owner of all the Tendered Notes, and the undersigned represents that it has received from each beneficial owner described in Box II (Beneficial Owner(s)) of the Tendered Notes (each, a “Beneficial Owner”) a duly completed and executed form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Tendered Notes, the undersigned hereby sells, assigns and transfers to, or upon the order of, PSSI all right, title and interest in and to the Tendered Notes. The undersigned hereby acknowledges receipt of the Prospectus.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the Tendered Notes, with full power of substitution, to (i) deliver certificates for the Tendered Notes to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (ii) present the Tendered Notes for transfer on the books of the Company and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be an irrevocable power coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender, tender, sell, assign and transfer the Tendered Notes and that the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale and transfer and not subject to any adverse claim when the same are accepted by the Company. The undersigned further represents and warrants that (i) the information set forth in Box II (Beneficial Owner(s)) is correct, (ii) any New Notes to be received in exchange for the Tendered Notes will be acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (iii) neither the undersigned nor any other person receiving such New Notes has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes, (iv) neither the undersigned nor any Beneficial Owner is an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company, (v) if the undersigned or any Beneficial Owner is not a broker-dealer, the undersigned or such Beneficial Owner will not engage in, and does not intend to engage in, the distribution of the New Notes, and (vi) if the undersigned or any Beneficial Owner is a broker-dealer, the undersigned or such Beneficial Owner is participating in the Exchange Offer for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, and the undersigned or such Beneficial Owner will deliver a prospectus in connection with any resale of the New Notes. The undersigned further represents and warrants that the undersigned is not acting on behalf of any person who, to the undersigned’s knowledge, could not truthfully make the above representations.

The undersigned also acknowledges that the Exchange Offer is being made in reliance on existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the “Commission”) set forth in several “no-action” letters issued to third parties and, based on such interpretations, the Company believes that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by the holders thereof without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such New Notes. Any holder that cannot make any of the above representations (i) will not be able to rely on the interpretations by the staff of the Commission set forth in the above-mentioned “no action” letters, (ii) will not be able to tender its Old Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer unless such sale or transfer is made pursuant to an exemption from such

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requirements. Failure to comply with such requirements may result in such holder incurring liability under the Securities Act for which the Company will not indemnify the holder. The undersigned further acknowledges that the Company has not sought or received its own “no action” letter with respect to the Exchange Offer and the related transactions, and that there can be no assurance that the staff of the Commission will make a determination in the case of the Exchange Offer and such transactions that is similar to its determinations in the above-mentioned “no action” letters.

If the undersigned or any Beneficial Owner is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, the undersigned acknowledges that it and each such Beneficial Owner will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. However, by so acknowledging and so delivering a prospectus, neither the undersigned nor any such Beneficial Owner will be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The above-referenced prospectus may be the Prospectus (as it may be amended or supplemented from time to time) only if it contains a plan of distribution and selling security holder information with respect to such resale transactions (but need not name the undersigned or disclose the amount of New Notes held by the undersigned or any such Beneficial Owner).

The undersigned further acknowledges that the Company may rely upon each of the foregoing representations and covenants for purposes of the Exchange Offer.

The undersigned agrees that acceptance of any Tendered Notes by the Company and the issuance of New Notes in exchange therefor will constitute performance in full by PSSI of its obligations under the Registration Rights Agreement and that the Company will have no further obligations or liabilities thereunder (except as expressly provided therein).

The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the sale, assignment and transfer of the Tendered Notes. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned and each Beneficial Owner hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and such Beneficial Owner, and shall not be affected by, and shall survive the death or incapacity of, the undersigned and such Beneficial Owner.

For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Tendered Notes if and when the Company has given oral (confirmed in writing) or written notice to the Exchange Agent.

The undersigned understands that tenders of the Tendered Notes pursuant to the procedures described in the Prospectus under “The Exchange Offer—Exchange Offer Procedures” and in the Instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions set forth herein and in the Prospectus.

The undersigned acknowledges that (i) under certain circumstances set forth in the Prospectus under “The Exchange Offer—Conditions to the Exchange Offer,” the Company will not be required to accept the Tendered Notes for exchange and (ii) the undersigned may withdraw its tender of Tendered Notes only as set forth in the Prospectus under “The Exchange Offer—Withdrawal Rights.” Tendered Notes not accepted for exchange or which have been withdrawn will be returned, without expense, to the undersigned promptly after the expiration or termination of the Exchange Offer, in the manner set forth in the following paragraph.

Unless otherwise indicated in Box V (Special Issuance Instructions), please issue the New Notes (and, if applicable, any Old Notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated in Box VI (Special Delivery Instructions), please send the New Notes (and, if

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applicable, any Old Notes not exchanged), to the undersigned at the address indicated in Box I (Description of Tendered Notes), or in the case of a book-entry transfer of Old Notes, credit the New Notes (and, if applicable, Old Notes not exchanged) to the account at DTC indicated in Box III (Method of Delivery).

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

BOX I

DESCRIPTION OF TENDERED NOTES*

Name(s) and Address(es) of Registered Note Holder(s), exactly as name(s) appear(s) on Old Note Certificate(s)	Certificate Number(s) of Old Notes**	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered***
Total:

* List the Old Notes to which this Letter of Transmittal relates. If the space provided is inadequate, the Certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule attached hereto.

** Need not be completed by persons tendering by book-entry transfer.

*** Tenders of Old Notes must be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Certificate(s) set forth above. See Instruction 2.

BOX II

BENEFICIAL OWNER(S)

State of Principal Residence of Each Beneficial Owner of Tendered Notes Principal Amount of Tendered Notes Held
for Account of Beneficial Owner

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BOX III

METHOD OF DELIVERY

(See Instruction 1)

¨ CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

	Account Number                                         Transaction Code Number
¨	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED WITH THIS LETTER OF TRANSMITTAL.
¨	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

  Name(s) of Registered Holder(s)

  Window Ticket Number (if any)

     Date of Execution of Notice of Guaranteed Delivery

     Name of Institution which Guaranteed Delivery

If Delivered by Book-Entry Transfer, Complete the Following:

          Name of Tendering Institution

            Account Number and Transaction Code Number

BOX IV

ATTENTION BROKER-DEALERS

¨ CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

   Name

Address

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BOX V

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if New Notes and/or Old Notes not exchanged are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box VII (Signature)
Issue New Notes and/or Old Notes not exchanged to:
Name(s)
	(Please Type or Print)
	(Please Type or Print)

Address(es)
	(Zip Code)

Taxpayer Identification Number or Social Security Number

BOX VI

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if (i) New Notes and/or Old Notes not exchanged are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box VII (Signature) at the address(es) indicated in Box I (Description of Tendered Notes) or (ii) New Notes and/or Old Notes not exchanged are to be sent to an account maintained at DTC other than the account indicated in Box III (Method of Delivery)

Send New Notes and/or Old Notes not exchanged to:

Name(s)
	(Please Type or Print)
	(Please Type or Print)

Address(es)
	(Zip Code)
Credit New Notes and/or Old Notes not exchanged to DTC account as follows:

Name(s)
	(Please Type or Print)
	(Please Type or Print)

Crediting Instructions

Account Number(s)

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BOX VII

SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instructions 1 and 3)

In addition, Substitute Form W-9 on the following page must be completed and signed.

                                                                                                                               , 200    

                                                                                                                               , 200    

                                                                                                                               , 200    

                                              Signature(s) by Tendering Holder(s)                                     Date

Area Code(s) and Telephone Number(s)

This Letter of Transmittal must be signed (i) by the registered holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Tendered Notes or on a security position listing such holder(s) as the owner(s) of the Tendered Notes or (ii) by any person(s) authorized to become registered holder(s) by endorsement(s) on the Tendered Notes or bond power(s) submitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s)
	(Please Type or Print)

Capacity

Address(es)
	(Including Zip Code)

Area Code and Telephone Number

Tax Identification Number or Social Security Number

SIGNATURE GUARANTEE (if required by Instruction 3)
Signature(s) Guaranteed by an Eligible Institution
	(Authorized Signature)
	(Print Name)
	(Title)
	(Name of Firm — Must be an Eligible Institution, as defined in Instruction 3)
	(Address)
	(Area Code and Telephone Number)

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PSS WORLD MEDICAL, INC.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed Delivery. This Letter of Transmittal is to be completed by holders of Old Notes if (i) certificates are to be forwarded with this Letter of Transmittal or (ii) a tender of Old Notes is to be made by book-entry transfer pursuant to the book-entry transfer procedures set forth in the Prospectus under “The Exchange Offer—Exchange Offer Procedures” without an accompanying agent’s message. Certificates for all physically tendered Old Notes, or a Book-Entry Confirmation, and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof or an agent’s message in lieu hereof) and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth on the front cover and back cover of this Letter of Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below.

Holders who wish to tender their Old Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver their Old Notes, this Letter of Transmittal or any other documents required by this Letter of Transmittal to the Exchange Agent or (ii) deliver a Book-Entry Confirmation and otherwise complete the procedures for book-entry transfer, may effect a tender of Old Notes by complying with the guaranteed delivery procedures set forth in the instructions to the Notice of Guaranteed Delivery accompanying this Letter of Transmittal.

The method of delivery of this Letter of Transmittal, the Tendered Notes and all other required documents is at the election and risk of the tendering holder. Delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, the use of registered mail, properly insured, with return receipt requested, is recommended. In all cases, sufficient time should be allowed to assure receipt by the Exchange Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date.

2. Partial Tenders. Tendered Notes must be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. If less than the entire principal amount of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should indicate the aggregate principal amount of Old Notes to be tendered in Box I (Description of Tendered Notes) under the caption “Aggregate Principal Amount Tendered”. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered if no amount is indicated under the caption “Aggregate Principal Amount Tendered”. If the entire principal amount of Old Notes held by the tendering holder is not tendered for exchange, then (i) unless otherwise indicated in Box V (Special Issuance Instructions), untendered Old Notes and New Notes issued pursuant to the Exchange Offer will be issued in the name of the person signing this Letter of Transmittal and (ii) unless otherwise indicated in Box VI (Special Delivery Instructions), untendered Old Notes and New Notes will be sent to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes) or, in the case of a book-entry tender of Old Notes, credited to the account at DTC indicated in Box III (Method of Delivery).

3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Notes, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) for the Tendered Notes or on a security position listing such holder(s) as the owner(s) of the Tendered Notes, without any change whatsoever. If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Notes are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and accompanying documents as there are different registrations of certificates.

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When this Letter of Transmittal is signed by the registered holder(s) of the Tendered Notes, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution (as defined below).

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Tendered Notes, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Tendered Notes and signatures on each such endorsement or bond power must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on certificates for Tendered Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agent Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Program) (each, an “Eligible Institution”).

Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Institution if the Tendered Notes are tendered by: (i) the registered holder thereof who has not completed Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions) on this Letter of Transmittal or (ii) an Eligible Institution.

4. Special Issuance and Delivery Instructions. Tendering holders should indicate in the applicable boxes the name and address to which New Notes issued pursuant to the Exchange Offer and/or Old Notes not exchanged are to be issued or sent, if different from the holder signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no such instructions are given, Old Notes not exchanged and New Notes issued pursuant to the Exchange Offer will be returned to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes) or, in the case of a book-entry tender of Old Notes, credited to the account at DTC indicated in Box III (Method of Delivery).

5. Tax Identification Number. Federal income tax law generally requires that a tendering holder whose Tendered Notes are accepted for exchange must provide the Exchange Agent (as payor) with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which in the case of a tendering holder who is an individual, is his or her social security number, and in the case of an entity, is typically the employer identification number. If the Exchange Agent is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a penalty imposed by the Internal Revenue Service. In addition, delivery to such tendering holder of New Notes may be subject to backup withholding in an amount equal to a portion of all reportable payments made after the exchange. If withholding results in an overpayment of taxes, a refund may be obtained.

Exempt holders of Old Notes (such as corporations) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder should write “Exempt” in Part 2 of Form W-9. See the W-9 General Instructions for additional instructions.

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To prevent backup withholding, each holder of Tendered Notes must provide his/her/its correct TIN by completing the Substitute Form W-9 below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the holder of Tendered Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must provide a completed Form W-8, Certificate of Foreign Status. This form may be obtained from the Exchange Agent.

If the Tendered Notes are in more than one name or are not in the name of the beneficial owner, the tendering holder should consult the W-9 Instructions for information on which TIN to report. If such holder does not have a TIN, such holders should consult the W-9 Instructions for instructions on applying for a TIN, check the box in Part 3 of the Substitute Form W-9 that the holder is “Awaiting TIN” and write “applied for” in lieu of its TIN in Part 1 of the Substitute Form W-9. Note: Checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Exchange Agent.

6. Transfer Taxes. PSSI will pay all transfer taxes, if any, applicable to the transfer of Tendered Notes to it pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Tendered Notes, or if the Tendered Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Tendered Notes to the Company pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Tendered Notes.

7. Waiver of Conditions. PSSI reserves the absolute right to amend, waive or modify any or all conditions relating to the Exchange Offer set forth in the Prospectus.

8. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All holders of Tendered Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Tendered Notes for exchange.

9. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address set forth on the front cover and back cover of this Letter of Transmittal for further instructions.

10. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Notes will be determined by PSSI in its sole discretion, which determination will be final and binding. PSSI reserves the absolute right to reject any and all Tendered Notes not in proper form or not properly tendered. PSSI further reserves the absolute right to refuse to accept any Tendered Notes if, in PSSI’s judgment, acceptance of such Tendered Notes may be unlawful. PSSI also reserves the absolute right to waive any defects, irregularities or conditions of the Exchange Offer as to any Tendered Notes, either before or after the Expiration Date and whether or not waived in the case of other Tendered Notes. PSSI’s interpretation of the terms and conditions of the Exchange Offer as to any Tendered Notes (including the Instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with Tendered Notes must be cured within such time as PSSI shall determine. Although PSSI intends to notify holders of defects or irregularities with respect to tenders of Tendered Notes, neither PSSI, the Exchange Agent nor

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any other person has any duty to notify holders of any defects or irregularities with respect to Tendered Notes and no one shall incur any liability for failure to give such notification. Tenders of Tendered Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Tendered Notes received by the Exchange Agent as to which defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date.

11. Acceptance of Tendered Notes and Issuance of Notes; Return of Notes. Subject to the terms and conditions of the Exchange Offer, PSSI will accept for exchange all validly tendered Old Notes promptly after the Expiration Date and will issue New Notes therefor promptly after acceptance of the Old Notes. For purposes of the Exchange Offer, PSSI shall be deemed to have accepted validly tendered Old Notes if and when it has given oral (confirmed in writing) or written notice thereof to the Exchange Agent. If any Tendered Notes are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Tendered Notes will be returned, without expense, to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes), except as may otherwise be specified in Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions), promptly after the expiration or termination of the Exchange Offer.

12. Withdrawal. Tendered Notes may be withdrawn only pursuant to the procedures set forth in the Prospectus under “The Exchange Offer—Withdrawal Rights.”

13. Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover and back cover of this Letter of Transmittal.

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Substitute Form W-9 Request for Taxpayer Identification Number and Certification

Name as shown on account (if joint, list first and circle name of the person or entity whose number you enter below)

Name

Address:

City, State, and Zip Code:

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)		TAXPAYER IDENTIFICATION NO. FOR ALL ACCOUNTS Enter your taxpayer identification number to the right: For most individuals, this is your social security number (SSN). If you do not have a number, see the enclosed Guidelines. Note: If the account is in more than one name, see the chart in the enclosed Guidelines on which number to give the payer.	Social Security Number (SSN) OR Employer Identification Number (EIN)
Certification – Under penalties of perjury, I certify that:
(1)	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
(2)	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
(3)	I am a U.S. citizen or other U.S. person (including a U.S. resident alien)
Certification Instructions – You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item (2). The certification requirement does not apply to real estate transactions, mortgage interest paid, the acquisition or abandonment of secured property, contributions to an individual retirement account, and payments other than interest and dividends. Also see “Signing the Certification” under “Specific Instructions” in the enclosed Guidelines.

SIGNATURE                 DATE

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer – Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		GIVE THE SOCIAL SECURITY NUMBER OF-	For this type of account:		GIVE THE SOCIAL SECURITY NUMBER OF-
1.	Individual	The individual	9.	A valid trust, estate or pension trust	The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title).(5)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	10.	Corporate account or account of LLC electing corporate status on Form 8832	The corporation
3.	Husband and wife (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	11.	Religious, charitable or educational tax-exempt organization	The organization
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	12.	Partnership account held in the name of the business or account of multi-member LLC (other than an LLC described in item 10)	The partnership
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor (1)	13.	Association, club or other tax-exempt organization	The organization
6.	Account in the name of guardian or committee for a designated ward, minor or incompetent person	The ward, minor or incompetent person (3)	14.	A broker or registered nominee	The broker or nominee
7.	a.      The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee (1)	15.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity
	b.      So-called trust account that is not a legal or valid trust under state law	The actual owner (1)
8. Sole proprietorship account or account of single member LLC		The owner (4)

(1) List first and circle the name of the person whose number you furnish. If only one person has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) Circle the ward’s, minor’s, or incompetent person’s name and furnish such person’s social security number.

(4) Show the name of the owner. You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).

(5) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9, Cont.

Obtaining a Number

If you don’t have a TIN or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. Section references in these guidelines refer to sections under the Internal Revenue Code of 1986, as amended.

Payees Exempt From Backup Withholding

Even if the payee does not provide a TIN in the manner required, you are not required to backup withhold on any payments you make if the payee is:

1. An organization exempt from tax under section 501(a), any individual retirement account (IRA), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

2. The United States or any of its agencies or instrumentalities.

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities.

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation.

7. A foreign central bank of issue.

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

9. A futures commission merchant registered with the Commodity Futures Trading Commission.

10. A real estate investment trust.

11. An entity registered at all times during the tax year under the Investment Company Act of 1940.

12. A common trust fund operated by a bank under section 584(a).

13. A financial institution.

14. A middleman known in the investment community as a nominee or custodian.

15. A trust exempt from tax under section 664 or described in section 4947.

Payments Exempt From Backup Withholding

Dividends and patronage dividends that generally are exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an ESOP.

Interest payments that generally are exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

Other types of payments that generally are exempt from backup withholding include:

• Wages.

• Distributions from a pension, annuity, profit-sharing or stock bonus plan, any IRA, or an owner-employee plan.

• Certain surrenders of life insurance contracts.

• Gambling winnings if withholding is required under section 3402(q). However, if withholding is not required under section 3402(q), backup withholding applies if the payee fails to furnish a TIN.

• Real estate transactions reportable under section 6045(e).

• Cancelled debts reportable under section 6050P.

• Distributions from a medical savings account and long-term care benefits.

• Fish purchases for cash reportable under section 6050R.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE “EXEMPT” ON THE FACE OF THE FORM AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends and patronage dividends not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Internal Revenue Code sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Privacy Act Notice. – Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report, among other things, interest, dividends, and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Civil and Criminal Penalties for False Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of Taxpayer Identification Numbers. — If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Facsimile:	By Registered or Certified Mail:	By Hand/Overnight Delivery:
(651) 495-8158	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107
Confirm by Telephone:
(800) 934-6802

EX-99.2

Exhibit 99.2

PSS WORLD MEDICAL, INC.

NOTICE OF GUARANTEED DELIVERY

With Respect to the Tender for Exchange of

Registered 6.375% Senior Notes due 2022

for Outstanding 6.375% Senior Notes due 2022

Pursuant to the Prospectus Dated             , 2012

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2012, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

As set forth in the Letter of Transmittal (the “Letter of Transmittal”) accompanying the Prospectus dated             , 2012 (the “Prospectus”) of PSS World Medical, Inc., a Florida corporation (“PSSI” or the “Company”), this Notice of Guaranteed Delivery or a form substantially equivalent hereto must be used to accept the Company’s offer to exchange the 6.375% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended, for any and all of the outstanding unregistered 6.375% Senior Notes due 2022 (the “Old Notes”) if the tendering holder of Old Notes cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver the Old Notes, the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent (as defined below) or (ii) deliver a confirmation of the book-entry tender of its Old Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”) and otherwise complete the procedures for book-entry transfer. If required, this Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to U.S. Bank National Association (the “Exchange Agent”) as as follows:

By Facsimile:	By Registered or Certified Mail:	By Hand/Overnight Delivery:
(651) 495-8158	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107
Confirm by Telephone:
(800) 934-6802

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

For any questions regarding this Notice of Guaranteed Delivery or for any additional information, please contact the Exchange Agent by telephone at (800) 934-6802.

This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to PSSI, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures.

All authority conferred or agreed to be conferred in this Notice of Guaranteed Delivery and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive the death or incapacity of, the undersigned.

PLEASE SIGN AND COMPLETE

Signatures of Registered Holder(s)

or Authorized Signatory

Name(s) of Registered Holder(s)

Capacity

Principal Amount of Old Notes Tendered

Date

Address

Area Code and Telephone Number

If Old Notes will be delivered by book-entry transfer, provide the account number at The Depository Trust Company below:

Depository Account No.

This Notice of Guaranteed Delivery must be signed (i) by the registered holder(s) of the Old Notes tendered hereby exactly as their name(s) appear on the certificate(s) for such Old Notes or on a security position listing such holder(s) as the owner(s) of such Old Notes, or (ii) by person(s) authorized to become registered holder(s) of such Old Notes by endorsement(s) or bond power(s) submitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the following information and, unless waived by the Company, submit with the Letter of Transmittal evidence satisfactory to the Company of such person’s authority to so act. See Instruction 2 to this Notice of Guaranteed Delivery.

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm that is a member of a registered national securities exchange or of the Financial Industry Regulatory Authority, or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and that is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agent Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Program), guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), the Old Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC as described in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm

Address

Area Code and

Telephone Number

Authorized Signature

Name

Title

Date

DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on front cover and back cover of this Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date.

The method of delivery of this Notice of Guaranteed Delivery and all other required documents is at the election and risk of the tendering holders. Delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, the use of registered mail, properly insured, with return receipt requested, is recommended. In all cases, sufficient time should be allowed to assure receipt by the Exchange Agent at or prior to 5:00 p.m., New York City time, on the Expiration Date.

2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Old Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) for such Old Notes without any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of such Old Notes, the signature must correspond exactly with the name shown on the security position listing as the holder of such Old Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Old Notes listed or a participant of DTC whose name appears on the security position listing, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Old Notes or on DTC’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by the Company, submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.

3. Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover and back cover of this Notice of Guaranteed Delivery.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Facsimile:	By Registered or Certified Mail:	By Hand/Overnight Delivery:
(651) 495-8158	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107	U.S. Bank National Association Corporate Trust Services Attention: Specialized Finance 60 Livingston Avenue St. Paul, Minnesota 55107
Confirm by Telephone:
(800) 934-6802

EX-99.3

Exhibit 99.3

PSS WORLD MEDICAL, INC.

INSTRUCTIONS TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER

With Respect to the Tender for Exchange of

Registered 6.375% Senior Notes due 2022

for Outstanding 6.375% Senior Notes due 2022

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2012, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the prospectus dated             , 2012 (the “Prospectus”) of PSS World Medical, Inc., a Florida corporation (“PSSI” or the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) the new 6.375% Senior Notes due 2022 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the outstanding unregistered 6.375% Senior Notes due 2022 (the “Old Notes”). For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note.

This will instruct you, the registered holder and/or participant in the book-entry transfer facility, which is The Depository Trust Company, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (insert amount): $         of the Company’s 6.375% Senior Notes due 2022.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ TO TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any, in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof): $         of the Old Notes.

¨ NOT TO TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of Old Notes, including, but not limited to, the representations that (i) any New Notes to be received in exchange for the Tendered Notes will be acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any other person receiving such New Notes has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes, (iii) the undersigned is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company, (iv) if the undersigned is not a broker-dealer, the undersigned will not engage in, and does not intend to engage in, the distribution of the New Notes, and (v) if the undersigned is a broker-dealer, the undersigned is participating in the Exchange Offer for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, and the undersigned will deliver a prospectus in connection with any resale of the New Notes.

If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, the undersigned acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. However, by so acknowledging and so delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned acknowledges that the Exchange Offer is being made in reliance on existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the “Commission”) set forth in several “no-action” letters issued to third parties and, based on such interpretations, the Company believes that the New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold and otherwise transferred by the holders thereof without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such New Notes. Any holder that cannot make any of the representations and warranties contained in the Letter of Transmittal (i) will not be able to rely on the interpretations by the staff of the Commission set forth in the above-mentioned “no-action” letters, (ii) will not be able to tender its Old Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. Failure to comply with such requirements may result in such holder incurring liability under the Securities Act for which the Company will not indemnify the holder. The undersigned further acknowledges that the Company has not sought or received its own “no-action” letter with respect to the Exchange Offer and the related transactions, and that there can be no assurance that the staff of the Commission will make a determination in the case of the Exchange Offer and such transactions that is similar to its determinations in the above-mentioned “no-action” letters. The undersigned further acknowledges that the Company may rely upon each of the foregoing representations and covenants for purposes of the Exchange Offer.

SIGN HERE

Name of Beneficial Owner(s):

Signature(s):

Name(s) (please print):

Address:

Area Code and Telephone Number:

Taxpayer Identification Number or Social Security Number:

Date: