Limited Liability Company Agreement

　　6.5 priority and return of capital. except as may be expressly provided in article 9, no equity owner shall have priority over any other equity owner, either as to the return of capital contributions or as to profits, losses or distributions; provided, however, that this section 6.5 shall not apply to loans (as distinguished from capital contributions) which an equity owner has made to the company.

　　6.6 license agreement. simultaneous with the execution of this agreement, nii and the company shall execute a license agreement, substantially in the form attached as exhibit 5.3(j) (the 'license agreement').

　　6.7 warrants. simultaneous with the execution of this agreement, the company shall issue a warrant to purchase an aggregate of _________ common units to the hhh partners (in proportion to their respective sharing ratios) substantially in the form attached hereto as exhibit 6.7.

　　article 7.

　　meetings of members

　　7.1 no required meetings. the members may, but shall not be required to hold any annual, periodic or other formal meetings. however, meetings of the members may be called by any manager, or by any member or members holding at least 10% of the voting interests.

　　7.2 place of meetings. the member or members calling the meeting may designate any place within the state as the place of meeting for any meeting of the members; and members holding a twothirds interest may designate any place outside the state as the place of meeting for any meeting of the members. if no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the company in the state.

　　7.3 notice of meetings. except as provided in section 7.4, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the member or members calling the meeting, to each member entitled to vote at such meeting.

　　7.4 meeting of all members. if all of the members shall meet at any time and place, either within or outside of the state, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

　　7.5 record date. for the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or members entitled to receive payment of any distribution, or in order to make a determination of members for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of members. when a determination of members entitled to vote at any meeting of members has been made as provided in this section 7.5, such determination shall apply to any adjournment thereof.