KYARA INVESTMENTS I LLC OPERATING AGREEMENT THIS OPERATING AGREEMENT is made as of the 5th day of May, 2014 by and among Kyara Investments I LLC, a Delaware limited liability company (the "Company"), those persons who execute this Agreement as of the date hereof, and those other persons, if any, who from time to time become parties to or are otherwise bound by this Agreement as provided herein. RECITALS A. On May 5, 2014, the Company was formed by the Members by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. B. The Members now desire to enter into this Agreement in order to set forth the respective rights and obligations of the Members in regard to the ownership, management and governance of the Company. NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt of which is hereby acknowledged, the Members and the Company agree as follows: ARTICLE 1 DEFINED TERMS 1.1 "Act" means the Delaware Limited Liability Company Act, as amended from time to time. 1.2 "Adiusted Capital Account Balance" means, with respect to each Member, such Member's Capital Account balance maintained in accordance with this Agreement, as of the end of the relevant fiscal year of the Company, after giving effect to the following adjustments: (a) Credit to such Capital Account of such Member's share of minimum gain determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (b) Debit to such Capital Account of the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of "Adjusted Capital Account Balance" is intended to comply with the provisions of Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be interpreted consistently therewith. 1.3 "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is under common control with, or is contr