Limited Liability Company Agreement

　　1.29 license agreement. license agreement is defined in section 6.7.

　　1.30 majority interest. one or more voting interests of members which taken together exceed 50% of the aggregate of all voting interests.

　　1.31 manager. manager shall mean one or more managers. specifically, 'manager' shall mean fff, and any person that succeeds it in that capacity.

　　1.32 member. each of the parties who executes a counterpart of this agreement as a member (an 'initial member') and each of the parties who may hereafter become a member. if a person is a member immediately prior to the purchase or other acquisition by such person of an economic interest, such person shall have all of the rights of a member with respect to such purchased or otherwise acquired ownership interest, as the case may be.

　　1.33 membership interest. a member's entire interest in the company, including such member's economic interest and such other rights and privileges that the member may enjoy by being a member.

　　1.34 fff. fff shall mean bbb, inc. a _________(state) corporation.

　　1.35 fff options. fff options is defined in section 11.2(a).

　　1.36 fff dilutive units. fff dilutive units is defined in section 11.4(b).

　　1.37 nii. nii shall mean eee, inc., a _________(state) corporation.

　　1.38 nii sale. nii sale shall mean: (i) the sale for cash, promissory notes and/or stock of a corporation (other than nii or an affiliate of nii immediately before the sale) of 100 percent of the capital stock of nii and 100% of all options and warrants to acquire capital stock of nii; or (ii) the merger of nii with or into another corporation (other than nii or an affiliate of nii immediately before the sale) pursuant to which 100 percent of the issued and outstanding capital shares of nii and 100 percent of the options and warrants to purchase capital stock of nii are exchanged for cash, notes and/or publicly traded capital stock of the acquiring corporation or an affiliate of the acquiring corporation, or (iii) a sale or other disposition of all or substantially all of nii's assets. the value of the stock received, if any, shall be determined as of the closing of the nii sale, based upon the closing price of such stock for the 15 trading days immediately preceding, and including, the date of closing of the nii sale.

　　1.39 noncompetitive activity. noncompetitive activity shall mean either:

　　(a) any leisure travel business booked through traditional channels, including by way of a persontoperson meeting, telephone, facsimile, mail, telephone or email provided that such business was not initiated from a web based contact; or