Limited Liability Company Agreement

　　2.2 piggyback registrations.

　　(a) request for inclusion. if, at any time or times after the effective date of the first registration statement filed by the company under the securities act, the company shall determine to register any of its securities for its own account or for the account of other security holders of the company on any registration form (other than form s4 or s8 or any similar forms) which permits the inclusion of registrable securities (a 'piggyback registration'), the company will promptly give each holder of registrable securities written notice thereof and, subject to section 2.2(c), shall include in such registration all the registrable securities requested to be included therein pursuant to the written requests of holders of registrable securities received within twenty (20) days after delivery of the company's notice.

　　(b) underwriting. if the piggyback registration relates to an underwritten public offering, the company shall so advise the holders of registrable securities as a part of the written notice given pursuant to section 2.2(a). in such event, the right of any holder of registrable securities to participate in such registration shall be conditioned upon such holder's participation in such underwriting in accordance with the terms and conditions thereof. all holders of registrable securities proposing to distribute their securities through such underwriting shall (together with the company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the company.

　　(c) priorities. if such proposed piggyback registration is an underwritten offering and the managing underwriter for such offering advises the company that the amount of securities requested to be included therein exceeds the amount of securities that can be sold in such offering, any securities to be sold by the company in such offering shall have priority over any registrable securities, and, except as otherwise provided in section 2.1(a), the number of shares to be included by a holder of registrable securities in such registration shall be reduced pro rata on the basis of the percentage of the outstanding common stock held by such stockholder (assuming the conversion of all securities and the exercise of all options, warrants and similar rights held by such stockholder) and all other holders exercising similar registration rights.

　　2.3 expenses of registration. all registration expenses incurred in connection with the demand registrations and all piggyback registrations shall be borne by the company. all selling expenses relating to registrable securities included in any demand or piggyback registration shall be borne by the holders of such securities pro rata on the basis of the number of shares sold by them.