a _________(state) limited liability company
　　effective as of _________(m,d,y)
　　the interests described and represented by this limited liability company agreement have not been registered under the securities act of 1933 (the 'act' or any applicable state securities laws ('state acts') and are restricted securities as that term is defined in rule 144 under the act. the securities may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement or qualification under the act and applicable state acts or pursuant to an exemption from registration under the act and applicable state acts, the availability of which is to be established to the satisfaction of the company.
　　table of contents
　　article 1. definitions
　　1.1 accretion amount
　　1.2 act
　　1.3 affiliate
　　1.4 agreement
　　1.5 business.
　　1.6 business plan
　　1.7 capital account
　　1.8 capital contribution.
　　1.9 certificate of formation or certificate
　　1.10 change of control
　　1.11 code.
　　1.12 common unit
　　1.13 company
　　1.14 company property.
　　1.15 confidential information.
　　1.16 deficit capital account
　　1.17 depreciation.
　　1.18 distributable cash.
　　1.19 distribution.
　　1.20 economic interest
　　1.21 economic interest owner
　　1.22 entity.
　　1.23 equity owner.
　　1.24 fiscal year
　　1.25 gross asset value
　　1.26 holders
　　1.27 ipo
　　1.28 intellectual property rights.
　　1.29 license agreement
　　1.30 majority interest
　　1.31 manager
　　1.32 member.
　　1.33 membership interest
　　1.34 fff.
　　1.35 fff options.
　　1.36 fff dilutive units
　　1.37 nii
　　1.38 nii sale.
　　1.39 noncompetitive activity
　　1.40 hhh partners domestic.
　　1.41 hhh partners overseas.
　　1.42 hhh partners
　　1.43 ownership interest.
　　1.44 preferred sale fee.
　　1.45 proportionately dilutive units.
　　1.46 put period.
　　1.47 put right
　　1.48 person.
　　1.49 preferredtocommon conversion option
　　1.50 preferred units
　　1.51 profits and losses.
　　1.52 proportionately
　　1.53 redemption price.
　　1.54 regulations
　　1.55 reorganization.
　　1.56 reserves.
　　1.57 sale or sell.
　　1.58 secretary of state.
　　1.59 selling equity owner.
　　1.60 sharing ratio
　　1.61 state
　　1.62 successor corporation
　　1.63 twothirds interest
　　1.64 unrecovered losses.
　　1.65 voting interest
　　article 2. formation of company
　　2.1 formation
　　2.2 name.
　　2.3 principal place of business
　　2.4 registered office and registered agent.
　　2.5 term. 1
　　article 3. business of company.
　　3.1 permitted business.
　　article 4. names and addresses of equity owners
　　article 5. rights and duties of manager and officers.
　　5.1 management
　　5.2 number, tenure and qualifications.
　　5.3 certain powers of manager.
　　5.4 limitations on authority
　　5.5 liability for certain acts
　　5.6 manager and members have no exclusive duty to company; noncompetition covenant
　　5.7 bank accounts.
　　5.8 indemnity of the manager, employees and other agents
　　5.9 resignation.
　　5.10 removal
　　5.11 vacancies
　　5.12 compensation, reimbursement, organization expenses.
　　5.13 annual operating plan
　　5.14 right to rely on the manager.
　　5.15 officers.
　　article 6. rights and obligations of equity owners.
　　6.1 limitation of liability
　　6.2 list of equity owners
　　6.3 equity owners have no agency authority.
　　6.4 company books
　　6.5 priority and return of capital
　　6.6 license agreement
　　6.7 warrants.
　　article 7. meetings of members.
　　7.1 no required meetings.
　　7.2 place of meetings
　　7.3 notice of meetings.
　　7.4 meeting of all members.
　　7.5 record date
　　7.6 quorum.
　　7.7 manner of acting.
　　7.8 proxies
　　7.9 action by members without a meeting
　　7.10 waiver of notice.
　　article 8. contributions to the company and capital accounts.
　　8.1 members' capital contributions.
　　8.2 additional contributions.
　　8.3 capital accounts.
　　8.4 withdrawal or reduction of equity owners' contributions to capital.
　　article 9. allocations, income tax, distributions, elections and reports.
　　9.1 allocations of profits and losses from operations
　　9.2 special allocations to capital accounts
　　9.3 credit or charge to capital accounts.
　　9.4 distributions
　　9.5 limitation upon distributions
　　9.6 accounting principles
　　9.7 interest on and return of capital contributions
　　9.8 loans to company.
　　9.9 accounting period
　　9.10 records and reports
　　9.11 returns and other elections
　　9.12 tax matters partner
　　9.13 certain allocations for income tax (but not book capital accountpurposes.
　　article 10. transferability
　　10.1 general
　　10.2 right of first refusal and cosale.
　　10.3 transferee not member in absence of consent
　　10.4 additional conditions to recognition of transferee.
　　10.5 put rights.
　　10.6 sales to affiliates
　　10.7 right of first offer.
　　article 11. issuance of membership interests; options; conversion rights.
　　11.1 issuance of additional membership interests to new members; right of
　　first offer.
　　11.2 fff options.
　　11.3 conversion of preferred units to common units
　　11.4 issuance of common units (and options to acquire common units) to　employees; dilution
　　11.5 conversion of common units upon reorganization.
　　11.6 part year allocations with respect to new members
　　article 12. dissolution and termination
　　12.1 dissolution
　　12.2 effect of dissolution
　　12.3 winding up, liquidation and distribution of assets.
　　12.4 filing or recording statements.
　　12.5 return of contribution nonrecourse to other equity owners
　　article 13. miscellaneous provisions.
　　13.1 notices.
　　13.2 books of account and records
　　13.3 application of state law
　　13.4 waiver of action for partition
　　13.5 amendments
　　13.6 execution of additional instruments.
　　13.7 construction
　　13.8 effect of inconsistencies with the act
　　13.9 waivers.
　　13.10 rights and remedies cumulative
　　13.11 attorneys' fees.
　　13.12 severability
　　13.13 heirs, successors and assigns.
　　13.14 creditors.
　　13.15 counterparts
　　13.16 rule against perpetuities.
　　13.17 power of attorney.
　　13.18 investment representations
　　13.19 representations and warranties
　　13.20 erisa representation and covenant.
　　13.21 confidential information
　　this limited liability company agreement is made and entered into effective as of the _________(m,d,y), (the 'effective date') by and among the company and each of the members whose signatures appear on the signature page hereof (the 'initial members'). in consideration of the mutual covenants herein contained and for other good and valuable consideration, the members and the company (and each person who subsequently becomes an equity owner) hereby agree as follows:
　　article 1.
　　definitions
　　the following terms used in this agreement shall have the following meanings (unless otherwise expressly provided herein):
　　1.1 accretion amount. accretion amount shall mean an amount, computed without duplication, at the rate of six percent (6%) compounded annually on $1,000 per preferred unit commencing on the effective date and ending on the earlier of the date of dissolution of the company, the date the put option is exercised pursuant to section 10.5 or the date the preferred units are converted to common units, as appropriate.
　　1.2 act. act shall mean the _________(state) limited liability company act, as amended from time to time.
　　1.3 affiliate. affiliate shall mean, with respect to any person, (i) any person directly or indirectly controlling, controlled by, or under common control with such person, and (ii) any person owning or controlling ten percent (10%) or more of the outstanding voting interests of such person. for purposes of this definition, the term 'controls,' 'is controlled by,' or 'is under common control with' shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
　　1.4 agreement. agreement shall mean this limited liability company agreement as originally executed and as amended from time to time.
　　1.5 business. business is defined in section 3.1.
　　1.6 business plan. business plan is defined in section 3.1.
　　1.7 capital account. capital account as of any given date shall mean the capital account of each equity owner as described in article 8 and maintained to such date in accordance with this agreement.
　　1.8 capital contribution. capital contribution shall mean any contribution to the capital of the company in cash or property by an equity owner whenever made. 'initial capital contribution' shall mean the initial contribution to the capital of the company pursuant to this agreement as shown on exhibit 8.1.
　　1.9 certificate of formation or certificate. the certificate of formation or certificate shall mean the certificate of formation of the company as filed with the secretary of state as the same may be amended from time to time.
　　1.10 change of control. change of control means (a) any merger or consolidation to which nii is a party except for a merger in which after giving effect to such merger, the holders of nii's outstanding capital stock possessing a majority of the voting power to elect a majority of the surviving corporation's board of directors ('voting power') immediately prior to the merger shall continue to own the surviving corporation's outstanding capital stock possessing the voting power, and (b) any transaction or series of related transactions in which capital stock representing in excess of 50% of nii's voting power is transferred.
　　1.11 code. code shall mean the internal revenue code of 1986, as amended from time to time.
　　1.12 common unit. common unit means an ownership interest in the company which entitles the equity owner who holds such common unit to the following:
　　(a) a proportionate share of the profits and losses allocated to all common units,
　　(b) a proportionate share of the voting interests attributable to all common units held by members, and
　　(c) such other rights and obligations set forth in this agreement.
　　1.13 company. company shall mean aaa, llc, a _________(state) limited liability company.
　　1.14 company property. all assets (real or personal, tangible or intangible, including cash) of the company.
　　1.15 confidential information. confidential information means any proprietary information, whether written or oral, pertaining to the business, financial condition, strategies, plans, policies, clients or customers, inventions, trade secrets, computer programs, or processes of the disclosing party (i) that is furnished or disclosed by the disclosing party to the recipient or to the recipient's employees, representatives or agents, and (a) in the case of written information, is conspicuously marked as proprietary or confidential, or (b) in the case of information which is provided orally, is stated to be proprietary or confidential at the time of disclosure and after disclosure is reduced to writing or other tangible form and delivered within 10 business days in accordance with this agreement to the party receiving such disclosure. confidential information shall not include any information that (x) is already known to the receiving party at the time of receipt, as evidenced by written records made prior to such receipt, or (y) is independently developed or formulated by the receiving party, or (z) otherwise is or becomes generally available to the public through no fault of the receiving party.
　　1.16 deficit capital account. deficit capital account shall mean with respect to any equity owner, the deficit balance, if any, in such equity owner's capital account as of the end of the fiscal year, after giving effect to the following adjustments:
　　(a) credit to such capital account the amount, if any, which such equity owner is obligated to restore under section 1.7041(b)(2)(ii)(c) of the regulations, as well as any addition thereto pursuant to the next to last sentence of sections 1.7042(g)(1) and (i)(5) of the regulations, after taking into account thereunder any changes during such year in partnership minimum gain as determined in accordance with section 1.7042　　(d) of the regulations ('company minimum gain') and in any partner nonrecourse debt minimum as determined under section 1.7042(i)(3) of the regulations ('member minimum gain'); and
　　(b) debit to such capital account the items described in sections 1.7041(b)(2)(ii)(d)(4), (5) and (6) of the regulations.
　　this definition of deficit capital account is intended to comply with the provisions of regulations sections 1.7041(b)(2)(ii)(d) and 1.7042, and shall be interpreted consistently with those provisions.
　　1.17 depreciation. for each fiscal year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such fiscal year, except that if the gross asset value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such fiscal year, depreciation shall be an amount which bears the same ratio to such beginning gross asset value as the federal income tax depreciation, amortization, or other cost recovery deduction for such fiscal year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such fiscal year is zero, depreciation shall be determined with reference to such beginning gross asset value using any reasonable method selected by the manager.
　　1.18 distributable cash. all cash, whether revenues or other funds received by the company, less the sum of the following to the extent paid or set aside by the company: (i) all principal and interest payments on indebtedness of the company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the company's business; and (iii) reserves.
　　1.19 distribution. any sale of company property from the company to or for the benefit of an equity owner by reason of such equity owner's ownership of an economic interest.
　　1.20 economic interest. an equity owner's share of one or more of the profits, losses and distributions pursuant to this agreement and the act, including such rights that the equity owner has with respect to any common units or preferred units held by it, but shall not include any right to participate in the management or affairs of the company, including, the right to vote on, consent to or otherwise participate in any decision of the members or manager.
　　1.21 economic interest owner. the owner of an economic interest who is not a member.
　　1.22 entity. any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.
　　1.23 equity owner. an economic interest owner or a member.
　　1.24 fiscal year. the taxable year of the company shall be a calendar year unless another year is required for federal income tax purposes.
　　1.25 gross asset value. gross asset value means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:
　　(a) the initial gross asset value of any asset contributed by an equity owner to the company shall be the gross fair market value of such asset, as determined by the contributing member and the manager, provided that the initial gross asset values of the assets contributed to the company pursuant to section 8.1 hereof shall be as set forth in exhibit 8.1, and provided further that, if the contributing member is a manager, the determination of the fair market value of any other contributed asset shall require the consent of the other members owning a majority interest (determined without regard to the voting interest of such contributing member);
　　(b) the gross asset values of all company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the manager as provided in article 11 and as of the following times: (i) the acquisition of an additional interest by any new or existing equity owner in exchange for more than a de minimis contribution of property (including money); (ii) the distribution by the company to an equity owner of more than a de minimis amount of property as consideration for an ownership interest; and (iii) the liquidation of the company within the meaning of regulations section 1.7041(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (1) and (ii) above shall be made only if the manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the equity owners in the company;
　　(c) the gross asset value of any company asset distributed to any equity owner shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by an independent appraiser selected by the manager or by agreement of the members holding not less 90% of all voting interests; and
　　(d) the gross asset values of company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to section 734(b) or section 743(b) of the code, but only to the extent that such adjustments are taken into account in determining capital accounts pursuant to regulation section 1.7041(b)(2)(iv)(m) and section 8.3 and subparagraph (e) under the definition of profits and losses; provided, however, that gross asset values shall not be adjusted pursuant to this subparagraph (d) of this definition to the extent that the manager determines that an adjustment pursuant to subparagraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).
　　if the gross asset value of an asset has been determined or adjusted pursuant to subparagraph (a), (b) or (d) of this definition, then such gross asset value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing profits and losses.
　　1.26 holders. holders is defined in section 10.5(a).
　　1.27 ipo. ipo shall mean an initial public offering of company common stock which shall: (a) be effected by means of a firmcommitment underwriting managed by one or more nationally recognized investment banking firms; (b) be registered with the securities and exchange commission under the securities act; (c) involve the listing of the company common stock on any national securities exchange; and (d) raise gross proceeds to company which result in a 'total valuation' of the company immediately after the ipo of $75,000,000 or more. for purposes of this definition, 'total valuation' shall be (i) the initial price per share of the company's common stock offered to the public times the total number of shares of the company's common stock outstanding immediately after the closing of the offering, plus (ii) the fair market value (as determined in good faith by the manager) of any outstanding securities of the company which are not common stock.
　　1.28 intellectual property rights. intellectual property rights shall mean any (i) patents, patent applications, patent disclosures and all related continuation, continuationinpart, divisional, reissue, reexamination, utility model, certificate of invention and design patents, design patent applications, design registrations and applications for design registrations, and mask work rights, (ii) trademarks, tradenames, service marks, trade dress, logos, and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration thereof, (iv) trade secrets and confidential business information (whether patentable or unpatentable and whether or not reduced to practice), knowhow, manufacturing and production processes and techniques, research and development information, and copyrightable works, (v) other proprietary rights relating to any of the foregoing, and (vi) copies and tangible embodiments thereof.
　　1.29 license agreement. license agreement is defined in section 6.7.
　　1.30 majority interest. one or more voting interests of members which taken together exceed 50% of the aggregate of all voting interests.
　　1.31 manager. manager shall mean one or more managers. specifically, 'manager' shall mean fff, and any person that succeeds it in that capacity.
　　1.32 member. each of the parties who executes a counterpart of this agreement as a member (an 'initial member') and each of the parties who may hereafter become a member. if a person is a member immediately prior to the purchase or other acquisition by such person of an economic interest, such person shall have all of the rights of a member with respect to such purchased or otherwise acquired ownership interest, as the case may be.
　　1.33 membership interest. a member's entire interest in the company, including such member's economic interest and such other rights and privileges that the member may enjoy by being a member.
　　1.34 fff. fff shall mean bbb, inc. a _________(state) corporation.
　　1.35 fff options. fff options is defined in section 11.2(a).
　　1.36 fff dilutive units. fff dilutive units is defined in section 11.4(b).
　　1.37 nii. nii shall mean eee, inc., a _________(state) corporation.
　　1.38 nii sale. nii sale shall mean: (i) the sale for cash, promissory notes and/or stock of a corporation (other than nii or an affiliate of nii immediately before the sale) of 100 percent of the capital stock of nii and 100% of all options and warrants to acquire capital stock of nii; or (ii) the merger of nii with or into another corporation (other than nii or an affiliate of nii immediately before the sale) pursuant to which 100 percent of the issued and outstanding capital shares of nii and 100 percent of the options and warrants to purchase capital stock of nii are exchanged for cash, notes and/or publicly traded capital stock of the acquiring corporation or an affiliate of the acquiring corporation, or (iii) a sale or other disposition of all or substantially all of nii's assets. the value of the stock received, if any, shall be determined as of the closing of the nii sale, based upon the closing price of such stock for the 15 trading days immediately preceding, and including, the date of closing of the nii sale.
　　1.39 noncompetitive activity. noncompetitive activity shall mean either:
　　(a) any leisure travel business booked through traditional channels, including by way of a persontoperson meeting, telephone, facsimile, mail, telephone or email provided that such business was not initiated from a web based contact; or
　　(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;