Limited Liability Company Agreement

　　13. entire agreement; counterparts; headings.

　　13.1 this agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. this agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not necessarily the same, counterpart. the headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement in any way. this agreement has been negotiated by the respective parties hereto and the language hereof shall not be construed for or against any party.

　　14. assignment.

　　14.1 this agreement shall be binding upon the parties and their respective legal representatives, beneficiaries, successors and assigns.

　　15. governing law.

　　15.1 this agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the state of _________(state), without regard to the conflicts of laws principles of such state.

　　in witness whereof, the parties hereto have executed this agreement as of the date first above written.

　　bbb, inc.

　　by:_________

　　title:______

　　date:_______

　　aaa, llc

　　by:_________

　　title:______

　　date:_______

　　unit holder

　　_________

　　date:_______

　　exhibit a

　　statement of acceptance

　　reference is made to that certain unit restriction agreement effective as of _________(m,d,y), by and between aaa holding, inc., ('fff'), aaa llc (the 'company') and _________ (the 'restriction agreement'). as a proposed recipient of certain options covered by said restriction agreement and llc agreement, the undersigned hereby agrees that such units, upon receipt, shall remain subject to all of the terms and conditions of said restriction agreement and llc agreement and all rights and obligations thereunder arising prior to such receipt, and that upon such receipt the undersigned shall be deemed automatically to have accepted all of the terms and conditions of said restriction agreement and llc agreement as therein provided, and that the undersigned shall thereafter be deemed to be a signatory party to said restriction agreement and llc agreement in the position of the unit holder. it is understood that upon execution of the statement of acceptance the same shall be attached to said restriction agreement and llc agreement and shall thereupon form a part thereof without any further action.