Limited Liability Company Agreement[页101]

(e) any merger or consolidation to which the company is a party, except for a merger in which after giving effect to such merger, the holders of a majority of the company's voting interests (as defined in the company's limited liability company agreement) immediately prior to the merger shall continue to own a majority of the voting interests in the surviving corporation, (b) any transaction or series of related transactions in which more than 50% of the company's voting interests are transferred, or (c) a sale or other disposition of all or substantially all of the company's assets.

(f) _________(m,d,y).

8. specific enforcement.

8.1 because of the unique value of the units, in addition to any other remedies which fff may have upon the breach of the agreements contained herein, the obligations of the unit holder shall be specifically enforceable.

9. company limited liability company agreement.

9.1 unit holder hereby understands and acknowledges that such unit holder has read and understands the llc agreement and has had ample opportunity to consult with such unit holder's legal and tax advisor prior to signing this agreement and exercising the unit option. unit holder hereby agrees to all terms and conditions of the llc agreement. unit holder further acknowledges and agrees that in the event of a reorganization (as defined in the llc agreement), unit holders' shares in the successor corporation (as defined in the llc agreement) shall be subject to the same transfer restrictions contained herein to which the unit holder's units are subject, until such time that this agreement is terminated pursuant to section 7 hereof.

10. modification.

10.1 this agreement may only be altered or amended by a written instrument signed by fff and the unit holder setting forth such changes.

11. costs of enforcement.

11.1 in any action at law or in equity to enforce any of the provisions or rights under this agreement, the unsuccessful party of such litigation, as determined by any court of competent jurisdiction in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such successful party shall recover judgment in any action or proceeding, such costs, expenses and attorneys' fees shall be included as part of the judgment.

12. severability.

12.1 the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.