Limited Liability Company Agreement

　　1.15 'selling expenses' shall mean all underwriting discounts and selling commissions applicable to the sale of registrable securities.

　　article ii

　　registration rights

　　2.1 demand registrations.

　　(a) request for registration by investors. at any time or times after the effective date of the first registration statement filed by the company under the securities act, the initiating investor holders or the initiating management holders may require that the company effect a registration under the securities act one time utilizing a registration on form s1 or any similar form (a 'long form registration') or, if available, a form s3 or any similar form (a 'shortform registration') (each, a 'demand registration'). upon receipt of written notice of such demand, the company will promptly give written notice of the proposed registration to all other holders of registrable securities and will include in such registration all registrable securities specified in such demand, together with all registrable securities of any other holder of registrable securities joining in such demand as are specified in a written request received by the company within twenty (20) days after delivery of the company's notice. each of the initiating investor holders and initiating management holders shall be entitled to initiate one demand registration under this section

　　(b) deferral of demand registrations. the company shall file a registration statement with respect to a demand registration requested pursuant to section 2.1(a) above as soon as practicable after receipt of the demand of the initiating holders or the management initiating holders, as the case may be; provided, however, that if in the good faith judgment of the board of directors of the company, such registration would be seriously detrimental to the company in that such registration would interfere with a proposed primary registration of securities by the company or any other material corporate transaction and the board of directors concludes, as a result, that it is advisable to defer the filing of such registration statement at such time (as evidenced by an appropriate resolution of the board), then the company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; provided, however, that the company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the demand of the initiating investor holders or initiating management holders unless if, at the end of such one hundred eighty (180) day period the reason for the deferral still exists and the company is taking reasonable steps to eliminate it, then the company may defer the filing for an additional one hundred eighty (180) day period.