Limited Liability Company Agreement

　　2. permitted transfers.

　　2.1 the unit holder shall have the right to transfer all or any part of the units to the following transferees (the 'permitted transferees'), subject to the requirements of section 1.2 above: (a) a trust established for the sole benefit of the unit holder or any of the unit holder's spouse, children or grandchildren; and (b) the personal representatives, beneficiaries or estate of the unit holder upon the unit holder's death, whether transferred by will or intestacy.

　　3. fff's right of first refusal.

　　3.1 fff shall have the right of first refusal, as hereinafter provided, with respect to any proposed transfer of units or unit options by the unit holder, except transfers to permitted transferees.

　　3.2 except with respect to transfers of the units or unit options to permitted transferees, the unit holder shall, 60 days prior to a proposed transfer of the units or unit options, deliver written notice to fff stating the number of units or unit options and the interest therein proposed to be transferred (collectively, the 'offered units'), the name of the proposed transferee(s) and the manner, time, terms and conditions of the proposed transfer. fff shall, for a period of 60 days following such notice, have an irrevocable option to purchase all or part of the offered units in accordance with the manner, time, terms and conditions specified in the notice of proposed transfer.

　　3.3 fff may elect to exercise its option to purchase all or part of the offered units by giving written notice to the unit holder of such intention within the 60 day period following fff's receipt of unit holder's notice of proposed transfer. upon receipt of such notice, the unit holder shall be bound to transfer the offered units subject to such notice to fff, free and clear of all liens and encumbrances, and in accordance with the terms set forth in the notice of proposed transfer.

　　3.4 if fff elects not to exercise its option to purchase all of the offered units during the 60 day period, the unit holder may, within 90 days of the last day of such 60 day period, transfer to the proposed transferee(s) the part of the offered units that fff elected not to purchase, but only in accordance with the terms set forth in the notice of proposed transfer. notwithstanding any provision herein to the contrary, all offered units transferred to such transferees in accordance with the provisions of this section 3.4 shall remain subject to the provisions and restrictions of this agreement and all such transferees shall execute and deliver to fff a statement of acceptance as provided in section 1.2. if the unit holder does not make the transfer to the proposed transferee(s) within the 90 day period provided in this section 3.4, the unit holder shall be required again to comply with the provisions of this agreement before the unit holder may make any subsequent transfer of any part of the offered units.