Limited Liability Company Agreement

　　10.3. transfer to comply with the securities act. restricted securities may not be sold, assigned, pledged, hypothecated, encumbered or in any manner transferred or disposed of, in whole or in part, except in compliance with the provisions of the securities act and state securities or blue sky laws and the terms and conditions hereof.

　　11. availability of information. so long as the company shall not have filed a registration statement pursuant to section 12 of the exchange act or a registration statement pursuant to the requirements of the securities act, the company shall, at any time and from time to time, upon the request of any holder of restricted securities and upon the request of any person designated by such holder as a prospective purchaser of any restricted securities, furnish in writing to such holder or such prospective purchaser, as the case may be, a statement as of a date not earlier than 12 months prior to the date of such request of the nature of the business of the company and the products and services it offers and copies of the company's most recent balance sheet and profit and loss and retained earnings statements, together with similar financial statements for such part of the two preceding fiscal years as the company shall have been in operation, all such financial statements to be audited to the extent audited statements are reasonably available, provided that, in any event the most recent financial statements so furnished shall include a balance sheet as of a date less than 16 months prior to the date of such request, statements of profit and loss and retained earnings for the 12 months preceding the date of such balance sheet, and, if such balance sheet is not as of a date less than six months prior to the date of such request, additional statements of profit and loss and retained earnings for the period from the date of such balance sheet to a date less than six months prior to the date of such request. if the company shall have filed a registration statement pursuant to the requirements of section 12 of the exchange act or a registration statement pursuant to the requirements of the securities act, the company shall timely file the reports required to be filed by it under the securities act and the exchange act (including but not limited to the reports under sections 13 and 15(d) of the exchange act referred to in subparagraph (c) of rule 144 adopted by the commission under the securities act)) and will take such further action as any holder of restricted securities may reasonably request, all to the extent required from time to time to enable such holder to sell restricted securities without registration under the securities act within the limitation of the exemptions provided by (a) rule 144 and rule 144a under the securities act, as such rules may be amended from time to time, or (b) any other rule or regulation now existing or hereafter adopted by the commission. upon the request of any holder of restricted securities, the company will deliver to such holder a written statement as to whether it has complied with such requirements.