Limited Liability Company Agreement

　　1.7 'investor stock' shall mean (i) shares of common stock owned by the investors or any transferee thereof; (ii) shares of common stock issued or issuable upon the conversion or exercise of any stock, warrants, options or other securities of the company owned by the investors or any transferee thereof; and (iii) any shares of common stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) and (ii)above.

　　1.8 'management registrable securities' shall mean the management stock; provided, however, that management registrable securities shall not include any shares of management 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.

　　1.9 'management stock' shall mean (i) shares of common stock owned by the management holders or any transferee thereof; (ii) shares of common stock issued or issuable upon the conversion or exercise of any options or other securities of the company owned by the management holders or any transferee thereof; and (iii) any shares of common stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) and (ii) above.

　　1.10 'registrable securities' shall mean investor registrable securities and management registrable securities.

　　1.11 the terms 'registers,' 'registered' and 'registration' shall refer to a registration effected by preparing and filing a registration statement in compliance with the securities act and the declaration or ordering of the effectiveness of such registration statement by the commission.

　　1.12 'registration expenses' shall mean all expenses incurred in effecting any registration pursuant to this agreement, including without limitation all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the company, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration, and the fees and expenses of one counsel for the selling holders of registrable securities, but excluding selling expenses.

　　1.13 'rule 144' shall mean rule 144 as promulgated by the commission under the securities act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by the commission.

　　1.14 'securities act' shall mean the securities act of 1933 (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.