Limited Liability Company Agreement

　　4.2. assumption of obligations. notwithstanding anything contained in the warrant or in the llc agreement to the contrary, the company shall not effect any of the transactions described in clauses (a) through (d) of section 4.1 unless, prior to the consummation thereof, each person (other than the company) which may be required to deliver any stock, securities, cash or property upon the exercise of this warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the holder of this warrant, (a) the obligations of the company under this warrant (and if the company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the company from, any continuing obligations of the company under this warrant) and (b) the obligation to deliver to the holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this section 4, the holder may be entitled to receive. nothing in this section 4 shall be deemed to authorize the company to enter into any transaction not otherwise permitted by the llc agreement.

　　5. other dilutive events. in case any event shall occur as to which the provisions of section 3 or section 4 hereof are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the holder in accordance with the essential intent and principles of such sections, then, in each such case, the board of directors of the company shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to preserve, without dilution, the purchase rights represented by this warrant.

　　6. no dilution or impairment. the company shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this warrant against dilution or other impairment. without limiting the generality of the foregoing, the company (a) shall not permit the par value of any shares of stock receivable upon the exercise of this warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the company may validly and legally issue fully paid and nonassessable shares of stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the warrant from time to time outstanding, and (c) shall not take any action which results in any adjustment of the purchase price if the total number of shares of common stock (or other securities) issuable after the action upon the full exercise of the warrant would exceed the total number of shares of common stock (or other securities) then authorized by the company's certificate of incorporation and available for the purpose of issue upon such exercise.