Limited Liability Company Agreement

　　(c) upon a change of control of nii, the holders may exercise the put right at any time during the 30 day period following the effective date of the change of control; provided that the holders may not exercise the put right if immediately following the change of control, the holders, their affiliates or any persons acting in concert with the holders and/or their affiliates own (x) 50% or more of the voting power of nii or (y) all or substantially all of the assets of nii.

　　(d) upon the purchase by nii (in public or private transactions) of 25% or more of its outstanding common stock within a 60 day period (the '25% purchase'), the holders shall have the right to exercise the put right at any time during the 30day period following the 25% purchase.

　　(e) the following terms and conditions shall apply to the exercise of the put right:

　　(1) the redemption price for the preferred units purchased pursuant to sections 10.5(b), (c) and (d) shall equal the remainder of (x) $,_________ per preferred unit, plus the accretion amount to the date the put option is exercised, minus (y) the aggregate amount of any distribution made pursuant to section 9.4(b) with respect to the preferred units;

　　(2) prior to the expiration of any put period, the holders shall give notice to the company of their intention to exercise the put right (the 'put notice');

　　(3) the company shall pay the redemption price (in cash or readily available funds) to the holders within 30 days of receiving the put notice (the 'put closing date'); and

　　(4) on the put closing date, the holders shall transfer the preferred units to the company free and clear of all liens and encumbrances whatsoever, subject to the terms of this agreement.

　　(f) in the event that both:

　　(i) the holders timely exercise the put right in accordance with this section 10.5, and are ready, willing and able to transfer the preferred units to the company free and clear of all liens and encumbrances whatsoever, subject to the terms of this agreement, and

　　(ii) the company fails to timely purchase all or any portion of the preferred units in accordance with this section 10.5 or is for any reason unable to timely pay the redemption price,then nii shall purchase from the holders, and the holders shall transfer to nii (free and clear of all liens and encumbrances), any of such preferred units which are not purchased by the company, no later than 35 days after the date of the put notice, at the redemption price per preferred unit. in such event, nii shall thereafter have the option at any time to require the company to purchase the preferred units for an amount equal to the redemption price per preferred unit, plus eight percent (8%) per annum from the date that nii purchased the preferred units from the holders.