MEMBERS

PSC Partners Seeking a Cure (the “Corporation”) shall have non-voting members. The designation of classes of members, the manner of election or appointment, the duration of membership and the benefits of members of each class are set forth in the Bylaws of the Corporation.

PURPOSES

The Corporation is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law)(the “Code”) (“Section 501(c)3”), as an organization to: (i) raise funds to support education and research that lead to identifying a cure and/or the causes of Primary Sclerosing Cholangitis (“PSC”), (ii) promote awareness of PSC and organ donation, (iii) provide education and support to patients with PSC and their families and friends, and (iv) subject to the foregoing, do anything permitted of a nonprofit corporation under the laws of the State of Colorado. To this end, the Corporation shall at all times be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)3. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

EXEMPTION REQUIREMENTS

No part of the net earnings, gains or assets of the Corporation shall inure to the benefit of or be distributable to its directors, officers, members or other private individuals, or organizations organized and operated for a profit, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Any and all property, both real and personal, which may be owned by the Corporation at any time, is and shall always be exclusively and irrevocably dedicated to the charitable, educational and scientific purposes of this organization.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall be empowered to make the election authorized under Section 501(h) of the Code. The Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision herein, the Corporation shall not carry on any other activities not permitted to be carried on:

(a) by an organization exempt from federal income tax under Section 501(c)(3); or

(b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code.

The Corporation will distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by Section 4942 of the Code.

The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Code.

The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Code.

The Corporation will not make any investments in any manner that would subject it to tax under Section 4944 of the Code.

The Corporation will not make any taxable expenditure as defined in Section 4945(d) of the Code.

DISSOLUTION

In the event of dissolution, or final liquidation of the Corporation, the board of directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Corporation, distribute all the assets of the Corporation to one or more of the following categories of recipients as the board of directors of the Corporation shall determine:

(a) a nonprofit corporation or organization which may have been created to succeed the Corporation, as long as such corporation or organization then qualifies as an organization exempt from taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3); and/or

(b) a nonprofit corporation or organization having similar aims and objects as the Corporation and which may be selected as an appropriate recipient of such assets, as long as such corporation or organization then qualifies as an organization exempt from taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3).

Any of such assets not so disposed of shall be disposed of by the District Court for the City and County of Denver, Colorado exclusively for such exempt purposes or to such organization or organizations which are described in Section 501(c)3 as said Court shall determine which are organized and operated exclusively for such exempt purpose.

INDEMNIFICATION

The Corporation shall, subject to the provisions of the Bylaws of the Corporation, indemnify and hold harmless any and all of its directors, officers, employees, fiduciaries and agents to the fullest extent provided by the laws of Colorado.

LIMITATION ON DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable to the Corporation or to its members for monetary damages for breach of fiduciary duty as a director; except that this provision shall not eliminate or limit the liability of a director to the Corporation or to its members for monetary damages for: (i) any breach of the director’s duty of loyalty to the Corporation or to its members; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) acts specified in Section 7-128-403 or 7-128-501(2) of the Colorado Revised Nonprofit Corporation Act, as amended from time to time (the “Nonprofit Act”); or (iv) any transaction from which the director directly or indirectly derived an improper personal benefit. If the Nonprofit Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination or limited liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent to the fullest extent permitted by the Nonprofit Act as so amended. Any repeal or modification of this Article VI shall not adversely affect any right or protection of a director of the Corporation under this Article VI, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article VI prior to such repeal or modification.