Limited Liability Company Agreement

　　(d) in the event that any equity owner pledges or otherwise encumbers any of its ownership interest as security for repayment of a liability, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all the terms and conditions of this article 10, and shall require the prior unanimous written consent of all members.

　　10.2 right of first refusal and cosale.

　　(a) upon the expiration of the 24month period described in section 10.1(b) above, subject to sections 11.2 and 11.4, and provided that an ipo has not occurred, an equity owner which desires to sell all or any portion of its ownership interest to a third party purchaser other than a member shall obtain from such third party purchaser ('third party purchaser') a bona fide written offer to purchase such interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor ('third party offer'). the selling equity owner shall give written notification ('notice of sale') to the company and the other equity owners who are members (the 'remaining members'), by certified mail or personal delivery, of its intention to so sell such ownership interest (the 'offered interest'). the notice of sale shall be accompanied by a copy of the third party offer. if any portion of the purchase price offered by such third party purchaser consists of consideration other than cash or a promissory note ('noncash consideration'), then: the notice of sale also shall be accompanied by a good faith estimate by the selling equity owner of the fair market value of the noncash consideration ('purchase price').

　　(b) the remaining members shall have the option ('buy option') to purchase all, but not less than all, of the offered interest, on a basis pro rata to the sharing ratios of the remaining members exercising such option pursuant to this section 10.2(b). the buy option may be exercised by one or more of the remaining members by giving written notification ('buy notice') to the selling equity owner within thirty (30) days after receiving the notice of sale (the 'option period'). each remaining member who timely gives a buy notice ('buying member') shall purchase such portion of the offered interest which is equal to the relative sharing ratios of all of the buying members. subject to section 10.2(d), if there are no buying members, the buy option shall terminate and at any time within ninety (90) days following the expiration of the option period, the selling equity owner shall be entitled to consummate the sale of the offered interest to the third party purchaser or one or more of its affiliates upon terms no less favorable than are set forth in the third party offer.