Limited Liability Company Agreement

　　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.

　　3.5 notwithstanding any provision herein to the contrary, if the notice of proposed transfer specifies a consideration in other than united states money, fff shall have the right to acquire the offered units for the united states money equivalent of the specified consideration. if the notice of proposed transfer specifies any other manner, time, term or condition that cannot be complied with without unreasonable effort, fff shall have the right to acquire the offered units by complying with the reasonable equivalent of the specified manner, time, terms or conditions.

　　3.6 if the notice of proposed transfer specifies that the offered units are to be transferred without full consideration as a gift, fff shall have the right to acquire the offered units at a price per unit equal to their then current value as determined pursuant to article 5. the manner and time at which the purchase and sale of the offered units shall take place shall be determined in accordance with article 5.

　　4. fff's purchase of the units upon termination of employment.

　　4.1 fff shall have the right to purchase all or any part of the units and held by the unit holder, upon the terms and conditions provided herein, in the event that (a) the unit holder's fulltime employment with all of company and eee, inc. and each of its subsidiary corporations (or other entities) is terminated for any reason (the 'unit holder's departure').

　　4.2 fff may exercise its right to purchase units upon the unit holder's departure by providing written notice of such intention to the unit holder, stating the time, manner, terms and conditions of the repurchase in accordance with this section 4.2. such notice must be given within 60 days following the date of the unit holder's departure. the purchase price for the units that fff elects to purchase shall be the units' then current value as determined pursuant to article 5. the manner and time at which the purchase and sale of the units shall take place shall be determined in accordance with article 5.