Limited Liability Company Agreement

　　(b) any capital reorganization of the company, any reclassification or recapitalization of the capital stock of the company, any consolidation or merger involving the company and any other person, any transfer, sale or other disposition of all or substantially all the assets of the company to any other person or any other capital transaction, or

　　(c) any voluntary or involuntary dissolution, liquidation or windingup of the company, the company shall mail to each holder of a warrant a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or windingup is to take place and the time, if any such time is to be fixed, as of which the holders of record of common stock (or other securities) shall be entitled to exchange their shares of common stock (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or windingup. such notice shall be mailed at least 30 days prior to the date therein specified.

　　9. registration of common stock company covenants and agrees that all shares of company common stock which may be issued upon exercise of this warrant will have, upon issuance in accordance with the terms of this warrant, registration rights on terms in accordance with the form of registration agreement attached as exhibit __ to the llc agreement.

　　10. restrictions on transfer.

　　10.1. restrictions on transfer. this warrant and all common stock (and other securities) issuable upon exercise of this warrant shall be subject to the same restrictions on transfer as an equity owner's interest as set forth in the llc agreement.

　　10.2. restrictive legends. except as otherwise permitted by this section 10, each warrant (including each warrant issued upon the transfer of any warrant) and certificate for common stock (or other securities) issued upon the exercise of any warrant, and each certificate issued upon the transfer of any such common stock (or other securities), shall be stamped or otherwise imprinted with a legend in substantially the following form:

　　'this warrant and any securities acquired upon the exercise of this warrant have not been registered under the securities act of 1933, as amended, or the securities law of any state, and may not be sold, transferred or otherwise disposed of except pursuant to an effective registration statement under such act and applicable state securities laws or pursuant to an applicable exemption to the registration requirements of such act and such laws.'