Limited Liability Company Agreement

　　(b) any business travel booked through any means whatsoever, including without limitation, from a web based contact.

　　1.40 hhh partners domestic. hhh partners domestic shall mean ccc, l.p., a _________(state) limited partnership.

　　1.41 hhh partners overseas. hhh partners overseas shall mean ddd, ltd., a cayman islands exempt organization.

　　1.42 hhh partners. hhh partners shall mean collectively, och ziff partners domestic and hhh partners overseas.

　　1.43 ownership interest. ownership interest shall mean:

　　(a) in the case of a member, the member's membership interest; and

　　(b) in the case of an economic interest owner, the economic interest owner's economic interest.

　　1.44 preferred sale fee. preferred sale fee shall mean an amount equal to the sum of the following per preferred unit:

　　(a) $1,000, plus

　　(b) the accretion amount through the closing date of the nii sale, plus

　　(c) the lesser of:

　　(1) the product of: (x) positive remainder, if any, of the sales price per common share of nii (adjusted as appropriate to taking into account any stock split or other recapitalization of nii's common stock subsequent to the effective date), minus $,_________, multiplied by (y) _________,and

　　(2) $,_________.

　　1.45 proportionately dilutive units. proportionately dilutive units is defined in section 11.4(c).

　　1.46 put period. put period means any period of time during which the put right may be exercised as set forth in section 10.5.

　　1.47 put right. put right is defined in section 10.5.

　　1.48 person. any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such 'person' where the context so permits.

　　1.49 preferredtocommon conversion option. preferredtocommon conversion option is defined in section 10.5(c).

　　1.50 preferred units. preferred unit means an ownership interest in the company which entitles the equity owner who holds such preferred unit to the following:

　　(a) the put right described in section 10.5, and

　　(b) such other rights set forth in this agreement.

　　1.51 profits and losses. profits and losses shall mean for each fiscal year of the company an amount equal to the company's net taxable income or loss for such year as determined for federal income tax purposes (including separately stated items) in accordance with the accounting method and rules used by the company and in accordance with section 703 of the code with the following adjustments:

　　(a) any items of income, gain, loss and deduction allocated to equity owners pursuant to sections 9.2, 9.3 or 9.13 shall not be taken into account in computing profits or losses;