Limited Liability Company Agreement

　　19. governing law. this warrant shall be governed by, and construed in accordance with, the laws of the state of _________ (without giving effect to the conflict of laws principles thereof).

　　20. judicial proceedings; waiver of jury. any legal action, suit or proceeding brought against the company with respect to this warrant may be brought in any federal court of _________(state) or the southern district of _________(state) or any state court located in _________ county, state of _________, or in _________(city) or _________ county, _________(state) and by execution and delivery of this warrant, the company hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this warrant or the subject matter may not be enforced in or by such court. the company hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, at its address set forth or provided for in section 16, such service to become effective 10 days after such mailing. nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. the company irrevocably submits to the exclusive jurisdiction of the aforementioned courts in such action, suit or proceeding. 　　　the company hereby irrevocably waives trial by jury in any action, suit or proceeding, whether at law or equity, brought by it or the holder in connection with this warrant or the transactions contemplated hereby.

　　21. costs and attorneys' fees. in the event that any action, suit or other proceeding is instituted concerning or arising out of this warrant, the company agrees and the holder, by taking and holding this warrant agrees, that the prevailing party shall recover from the nonprevailing party all of such prevailing party's costs and reasonable attorneys' fees incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom.

　　aaa, llc

　　by:_________

　　name: ______

　　title: _____