Limited Liability Company Agreement

　　registration agreement

　　table of contents

　　article i certain definitions.

　　article ii registration rights.

　　2.1 demand registrations

　　2.2 piggyback registrations.

　　2.3 expenses of registration

　　2.4 registration procedures.

　　2.5 indemnification.

　　2.6 other obligations.

　　2.7 termination of registration rights

　　article iii miscellaneous.

　　3.1 governing law.

　　3.2 successors and assigns

　　3.3 entire agreement: amendment and waiver

　　3.4 notices, etc

　　3.5 delays or omissions.

　　3.6 severability

　　3.7 counterparts

　　3.8 specific enforcement

　　registration agreement

　　this registration agreement (this 'agreement') dated as of _________, _________, is by and among (i) aaa, holdings inc., a _________(state) corporation (the 'company'), (ii) ccc, l.p. and ddd, ltd. (the 'investors'), and (iii) bbb, inc. and eee, inc. (the 'management holders'). the investors and the management holders are referred to collectively as the 'stockholders.'

　　the investors and certain of the management holders were members of aaa, llc, a _________(state) limited liability company (the 'llc').the llc has been reorganized into the company. one of the conditions to the reorganization is that the company enter into this agreement.

　　now, therefore, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

　　article i

　　certain definitions

　　ctive meanings:

　　1.1 'commission' shall mean the securities and exchange commission or any other federal agency at the time administering the securities act.

　　1.2 'common stock' shall mean the company's common stock, $,_________ par value per share.

　　1.3 'exchange act' shall mean the securities exchange act of 1934 (or any similar successor federal statute), as amended, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

　　1.4 'initiating investor holders' shall mean holders of investor registrable securities representing not less than thirtythree percent (33%) of the thenoutstanding investor registrable securities.

　　1.5 'initiating management holders' shall mean holders of management registrable securities representing not less than thirtythree percent (33%) of the thenoutstanding management registrable securities.

　　1.6 'investor registrable securities' shall mean the investor stock; provided, however, that investor registrable securities shall not include any shares of investor stock that have previously been registered under the securities act or that have otherwise been sold to the public in an openmarket transaction under rule 144.