Limited Liability Company Agreement

　　(g) notwithstanding anything to the contrary in this agreement, the company may not undergo a reorganization unless it has given at least 30 days advance written notice of such reorganization to the holders, if any. at any time after the effective date and prior to the expiration of 30 days after written notice from fff to the holders that the company will undergo a reorganization (the 'preferredtocommon conversion period'), the holders may exercise the put right in the manner described in section 10.5(a) and section 10.5(f). if the holders do not exercise the put right within such preferredtocommon conversion period, then in connection with the reorganization, the preferred units shall be canceled and the holders shall receive in exchange therefor, that number of common shares in the successor corporation which is equal to the number of common shares in the successor corporation that the holders would have received had they converted their preferred units to common units pursuant to section 11.3, immediately prior to the reorganization.

　　(h) if the company is converted to a corporation then at the time of the conversion, the company shall enter into a registration agreement in substantially the form of exhibit 10.5(h).

　　(i) nii shall give notice ('sale notice') to the holders prior to a nii sale. if, and only if, within 15 calendar days after the sale notice, the holders give notice to nii of the holders' decision to exercise their rights under this section 10.5(i) ('exit notice'), then (x) nii shall pay to holders an amount equal to the preferred sale fee at the closing of the nii sale, and holders shall transfer to nii 12,500 preferred units free and clear of all liens and encumbrances; and (y) nii shall pay to the hhh partners an amount equal to $2,500,000, and the hhh partners shall transfer to nii, free and clear of all liens and encumbrances, all 125,000 common units issued to the hhh partners on the effective date together with all of the warrants issued to the hhh partners pursuant to the warrant agreement set forth in exhibit 6.7 and any common units acquired pursuant to the exercise of any warrants pursuant to the warrant agreement.

　　10.6 sales to affiliates. an equity owner may sell all or any portion of its membership interest to an affiliate which:

　　(1) is an entity which directly or indirectly owns not less than eighty percent (80%) of the voting interests in the selling equity owner,

　　(2) is an entity in which the selling equity owner directly or indirectly owns not less than eighty percent (80%) of the voting interests, or