Limited Liability Company Agreement

　　1.4 agreement. agreement shall mean this limited liability company agreement as originally executed and as amended from time to time.

　　1.5 business. business is defined in section 3.1.

　　1.6 business plan. business plan is defined in section 3.1.

　　1.7 capital account. capital account as of any given date shall mean the capital account of each equity owner as described in article 8 and maintained to such date in accordance with this agreement.

　　1.8 capital contribution. capital contribution shall mean any contribution to the capital of the company in cash or property by an equity owner whenever made. 'initial capital contribution' shall mean the initial contribution to the capital of the company pursuant to this agreement as shown on exhibit 8.1.

　　1.9 certificate of formation or certificate. the certificate of formation or certificate shall mean the certificate of formation of the company as filed with the secretary of state as the same may be amended from time to time.

　　1.10 change of control. change of control means (a) any merger or consolidation to which nii is a party except for a merger in which after giving effect to such merger, the holders of nii's outstanding capital stock possessing a majority of the voting power to elect a majority of the surviving corporation's board of directors ('voting power') immediately prior to the merger shall continue to own the surviving corporation's outstanding capital stock possessing the voting power, and (b) any transaction or series of related transactions in which capital stock representing in excess of 50% of nii's voting power is transferred.

　　1.11 code. code shall mean the internal revenue code of 1986, as amended from time to time.

　　1.12 common unit. common unit means an ownership interest in the company which entitles the equity owner who holds such common unit to the following:

　　(a) a proportionate share of the profits and losses allocated to all common units,

　　(b) a proportionate share of the voting interests attributable to all common units held by members, and

　　(c) such other rights and obligations set forth in this agreement.

　　1.13 company. company shall mean aaa, llc, a _________(state) limited liability company.

　　1.14 company property. all assets (real or personal, tangible or intangible, including cash) of the company.

　　1.15 confidential information. confidential information means any proprietary information, whether written or oral, pertaining to the business, financial condition, strategies, plans, policies, clients or customers, inventions, trade secrets, computer programs, or processes of the disclosing party (i) that is furnished or disclosed by the disclosing party to the recipient or to the recipient's employees, representatives or agents, and (a) in the case of written information, is conspicuously marked as proprietary or confidential, or (b) in the case of information which is provided orally, is stated to be proprietary or confidential at the time of disclosure and after disclosure is reduced to writing or other tangible form and delivered within 10 business days in accordance with this agreement to the party receiving such disclosure. confidential information shall not include any information that (x) is already known to the receiving party at the time of receipt, as evidenced by written records made prior to such receipt, or (y) is independently developed or formulated by the receiving party, or (z) otherwise is or becomes generally available to the public through no fault of the receiving party.