Limited Liability Company Agreement

　　5.2 a purchase and sale required pursuant to section 3.6 or article 4 shall take place at a closing at a time and place designated by fff; provided, however, that the time must be within 90 days of the determination date. at the closing, the unit holder shall transfer the offered units or the units, as the case may be, to fff free and clear of all liens and encumbrances and in accordance with the terms of this agreement. in return, fff shall pay the unit holder not less than 25% of the purchase price in cash or certified funds and the remainder by execution and delivery of fff's promissory note, bearing interest at the rate per annum equal to the 'prime rate' as listed by the wall street journal on the business day preceding the date of the promissory note. the promissory note shall provide for payment in three equal annual installments of principal and interest on the first, second and third anniversaries of the closing date. the promissory note shall be prepayable, without penalty, in whole or in part, with prepayments applied to the last installment or installments coming due.

　　6. notices.

　　6.1 all notices or other communications required under this agreement or given in connection herewith shall be in writing and shall either be delivered personally, in which event the effective date shall be the date of delivery, or shall be sent by united states mail addressed as hereinafter set forth, postage prepaid, registered or certified, return receipt requested, in which event the effective date shall be the delivery or refusal date as specified on the return receipt. unless otherwise directed by notice in writing, all notices shall be addressed as follows:

　　(a) to fff at:

　　aaa, inc.

　　address: _________

　　attention: _________

　　(b) to the unit holder at:

　　the address of the unit holder set forth on the transfer records of fff.

　　7. termination.

　　7.1 notwithstanding any provision herein to the contrary, this agreement shall terminate, and neither party shall have any further obligation to the other, upon the occurrence of any of the following events:

　　(a) permanent cessation of the company's business.

　　(b) the insolvency, receivership or dissolution of the company.

　　(c) the voluntary written agreement of fff, upon the approval of its board of directors, and the unit holder.

　　(d) the occurrence of both:

　　(i) the conversion of the company to a corporation, and

　　(ii) the consummation of an underwritten public offering of shares of common stock of the successor corporation to the company.