Limited Liability Company Agreement

　　7. certificate as to adjustments. in each case of any adjustment or readjustment in the shares of common stock (or other securities) issuable upon the exercise of this warrant, the company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms of this warrant and prepare a certificate, signed by the chairman of the board, president or one of the vice presidents of the company, and by the chief financial officer, the treasurer or one of the assistant treasurers of the company, setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the company for any additional shares of common stock issued or sold or deemed to have been issued, (b) the number of shares of common stock outstanding or deemed to be outstanding, and (c) the purchase price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 3) on account thereof. the company shall forthwith mail a copy of each such certificate to each holder of a warrant and shall, upon the written request at any time of any holder of a warrant, furnish to such holder a like certificate. the company shall also keep copies of all such certificates at its principal office and shall cause the same to be available for inspection at such office during normal business hours by any holder of a warrant or any prospective purchaser of a warrant designated by the holder thereof. the company shall, upon the request in writing of the holder (at the company's expense), retain independent public accountants of recognized national standing selected by the board of directors of the company to make any computation required in connection with adjustments under this warrant, and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment, which shall be binding on the holder and the company.

　　8. notices of corporate action. in the event of:

　　(a) any taking by the company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend payable otherwise than out of earnings or earned surplus, determined in accordance with generally accepted accounting principles (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount of the immediately preceding cash dividend for such period) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or