Limited Liability Company Agreement

　　(b) fff may transfer or exchange the fff options or the units acquired upon exercise of the fff options to any affiliate of nii, or to any employee or independent contractor of nii or any of its affiliates ('fff service performer'). fff may purchase from a fff service performer (or his or her successor) a fff option or common units acquired upon exercise of a fff option without regard to any restrictions on transfer contained in article 10 of this agreement. any fff options which are transferred to fff service performers shall be reflected in a unit option agreement substantially in the form attached as exhibit 11.2(b). persons who acquire common units pursuant to the exercise of a fff option shall execute a unit restriction agreement in substantially the form attached as exhibit a to the unit option agreement attached as exhibit 　　11.2(b).

　　11.3 conversion of preferred units to common units. at the election of the holders upon ten (10) days advance written notice to the company, at any time prior to the earlier of: (i) the expiration of the preferredtocommon conversion period (defined in section 10.5(c))or (ii) the dissolution of the company, each preferred unit may be converted into that number of common units which is equal to the sum of the following (x) 10, plus (y) the accretion amount with respect to each such preferred unit divided by 125. upon the conversion of the preferred units to common units, 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).

　　11.4 issuance of common units (and options to acquire common units) to employees; dilution.

　　(a) fff may cause the company to issue up to _________ common units (or options to purchase common units) to any one or more company employees or independent contractors, or to the employees or independent contractors of any entity in which not less than 80% of the interests in profits and losses are directly or indirectly owned by company ('company subsidiary'), under the terms of any agreement between the company and/or company subsidiary and an employee or pursuant to any employee benefit plan of the company whether qualified or nonqualified (such agreement or plan shall be hereafter collectively referred to as a 'plan') which is approved by the manager. common units issued pursuant to section 11.2 shall not be considered units issued pursuant to this section 11.4.