Limited Liability Company Agreement

　　11.1 issuance of additional membership interests to new members; right of

　　first offer.

　　11.2 fff options.

　　11.3 conversion of preferred units to common units

　　11.4 issuance of common units (and options to acquire common units) to　employees; dilution

　　11.5 conversion of common units upon reorganization.

　　11.6 part year allocations with respect to new members

　　article 12. dissolution and termination

　　12.1 dissolution

　　12.2 effect of dissolution

　　12.3 winding up, liquidation and distribution of assets.

　　12.4 filing or recording statements.

　　12.5 return of contribution nonrecourse to other equity owners

　　article 13. miscellaneous provisions.

　　13.1 notices.

　　13.2 books of account and records

　　13.3 application of state law

　　13.4 waiver of action for partition

　　13.5 amendments

　　13.6 execution of additional instruments.

　　13.7 construction

　　13.8 effect of inconsistencies with the act

　　13.9 waivers.

　　13.10 rights and remedies cumulative

　　13.11 attorneys' fees.

　　13.12 severability

　　13.13 heirs, successors and assigns.

　　13.14 creditors.

　　13.15 counterparts

　　13.16 rule against perpetuities.

　　13.17 power of attorney.

　　13.18 investment representations

　　13.19 representations and warranties

　　13.20 erisa representation and covenant.

　　13.21 confidential information

　　this limited liability company agreement is made and entered into effective as of the _________(m,d,y), (the 'effective date') by and among the company and each of the members whose signatures appear on the signature page hereof (the 'initial members'). in consideration of the mutual covenants herein contained and for other good and valuable consideration, the members and the company (and each person who subsequently becomes an equity owner) hereby agree as follows:

　　article 1.

　　definitions

　　the following terms used in this agreement shall have the following meanings (unless otherwise expressly provided herein):

　　1.1 accretion amount. accretion amount shall mean an amount, computed without duplication, at the rate of six percent (6%) compounded annually on $1,000 per preferred unit commencing on the effective date and ending on the earlier of the date of dissolution of the company, the date the put option is exercised pursuant to section 10.5 or the date the preferred units are converted to common units, as appropriate.

　　1.2 act. act shall mean the _________(state) limited liability company act, as amended from time to time.

　　1.3 affiliate. affiliate shall mean, with respect to any person, (i) any person directly or indirectly controlling, controlled by, or under common control with such person, and (ii) any person owning or controlling ten percent (10%) or more of the outstanding voting interests of such person. for purposes of this definition, the term 'controls,' 'is controlled by,' or 'is under common control with' shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.