Limited Liability Company Agreement

　　(c) to the extent that the participating members do not elect to acquire all of the offered interest, the manager may offer the remainder of the offered interests to third parties on terms and conditions that are not more favorable to such third party than those set forth in the notice provided in section 10.7(a) for a period of six months. if the manager determines that it is necessary to change any of the terms and conditions of the offering of the remainder of the offered interests in a way that is materially more favorable to prospective purchasers (e.g., a purchase price reduction of five percent or more), then the manager shall first reoffer the remainder of the offered interests to the holders of the preferred interests in accordance with the preceding terms of this section 10.7.

　　(d) this section 10.7 shall not apply to any units issued: (i)

　　pursuant to the exercise of a warrant pursuant to the warrant agreement attached as exhibit 6.7 or (ii) pursuant to the exercise of an option or conversion privilege described in the section 11.2, 11.3 or 11.4.

　　article 11.

　　issuance of membership interests; options; conversion rights

　　11.1 issuance of additional membership interests to new members; right of first offer.

　　(a) subject to section 5.4 and section 11.4, from the date of the formation of the company, any person may become a member of the company and receive from the company common units or preferred units upon such terms approved by members holding not less than 90% of the voting interests. except as expressly provided otherwise in section 11.4, any issuance of common units or preferred units, as the case may be, shall proportionately reduce the common units or preferred units, as appropriate, held by all equity owners.

　　11.2 fff options.

　　(a) fff is hereby granted options ('fff options') to purchase for an exercise price of _________ dollars ($,_________) per unit, 111,111 common units, exercisable at any time after the effective date upon fifteen (15) days notice to the other member(s). upon exercise of any fff options pursuant to this section 11.2, the gross asset values of the company assets shall be adjusted to their respective fair market values as determined by the manager in its reasonable discretion. any profit or loss arising from such adjustment shall be allocated to the common units in a manner to cause the capital account balance attributable to each common unit to be proportionate to, or as close as possible to proportionate, to each other common unit (i.e., determined without regard to the portion of an equity owner's capital account which is determined with reference to such equity owner's preferred units). fff may transfer or exchange all or any portion of the fff options granted pursuant to this section 11.2 to any person who is an employee or independent contractor of either (i) nii's affiliates, or (ii) nii on or after the effective date.