Limited Liability Company Agreement

　　'purchase price' shall mean initially $60.00 per share, subject to adjustment and readjustment from time to time as provided in section 3, and, as so adjusted or readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by section 3.

　　'restricted securities' shall mean (i) any warrants bearing the applicable legend set forth in section 10.2, (ii) any shares of common stock (or other securities) issued or issuable upon the exercise of the warrant which are (or, upon issuance, will be) evidenced by a certificate or certificates bearing the applicable legend set forth in such section, and (iii) any shares of common stock (or other securities) issued subsequent to the exercise of any of the warrant as a dividend or other distribution with respect to, or resulting from a subdivision of the outstanding shares of common stock (or other securities) into a greater number of shares by reclassification, stock splits or otherwise, or in exchange for or in replacement of the common stock (or other securities) issued upon such exercise, which are evidenced by a certificate or certificates bearing the applicable legend set forth in such section.

　　'securities act' shall mean the securities act of 1933, as amended from time to time, and the rules and regulations thereunder, or any successor statute.

　　2. exercise of warrant.

　　2.1. manner of exercise; payment of the purchase price. (a) this warrant may be exercised by the holder hereof, in whole or in part, at any time or from time to time prior to the expiration date, by surrendering to the company at its principal office this warrant, with the form of election to purchase shares attached hereto as exhibit a (or a reasonable facsimile thereof) duly executed by the holder and accompanied by payment of the purchase price for the number of shares of common stock specified in such form.(b) payment of the purchase price may be made as follows (or by any combination of the following): (i) in united states currency by cash or delivery of a certified check or bank draft payable to the order of the company or by wire transfer to the company, (ii) by cancellation of such number of the shares of common stock otherwise issuable to the holder upon such exercise as shall be specified in such election to purchase shares, such that the excess of the aggregate current market price of such specified number of shares on the date of exercise over the portion of the purchase price attributable to such shares shall equal the purchase price attributable to the shares of common stock to be issued upon such exercise, in which case such amount shall be deemed to have been paid to the company and the number of shares issuable upon such exercise shall be reduced by such specified number, or (iii) by surrender to the company for cancellation certificates representing shares of common stock of the company owned by the holder (properly endorsed for transfer in blank) having a current market price on the date of warrant exercise equal to the purchase price.