Limited Liability Company Agreement

　　(b) except as provided in section 11.4(c), in the event that the company issues common units pursuant to section 11.4(a), including the exercise of options issued pursuant to section 11.4(a):

　　(1) the number of outstanding common units owned by the hhh partners immediately prior to such issuance shall not be reduced as a result of such issuance, and

　　(2) the number of common units owned by fff shall be reduced by the number of common units issued pursuant to section 11.4(a).

　　units described in this section 11.4(b) shall be referred to as fff dilutive units.

　　(c) the common units of all equity owners and the holders of options to acquire common units will be subject to dilution, proportionately, in the event that common units (or options to acquire common units) are issued to employees or independent contractors of businesses or entities acquired directly or indirectly by the company after the effective date. units described in this section 11.4(c) shall be referred to as 'proportionately dilutive units').

　　(d) if any of the fff dilutive units or any options to acquire fff dilutive units are forfeited by one or more holders (or their successors), then notwithstanding anything in this agreement, such fff dilutive units or options to acquire fff dilutive units shall be forfeited to fff (and not to the company). fff may purchase from a fff service performer (or his or her successor) fff dilutive units or any options to acquire fff dilutive units without regard to any restrictions on transfer contained in article 10 of this agreement. notwithstanding anything to the contrary in section 10.2 and 10.3, fff dilutive units shall be subject to transfer restrictions contain in a unit restriction agreement substantially in the form attached as exhibit 11.4(d).

　　(e) if any proportionately dilutive units or any options to acquire proportionately dilutive units are forfeited by one or more holders (or their successors), then notwithstanding anything in this agreement, such proportionately dilutive units or options to acquire proportionately dilutive units shall be forfeited to the company (and not directly to a member). notwithstanding anything to the contrary in section 10.2 and 　　10.3 of this agreement, proportionately dilutive units shall be subject to transfer restrictions contained in a unit restriction agreement substantially in the form attached as exhibit 11.4(e).

　　(f) upon issuance of any units pursuant to this section 11.4, 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).