"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
APRIL 30, 2004 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS, AND CERTAIN
OTHER AGREEMENTS SET FORTH IN A CLASS E UNIT PURCHASE AGREEMENT BETWEEN THE LLC
AND
DATED AS OF APRIL 30, 2004, AS AMENDED AND
MODIFIED FROM TIME TO TIME. A COPY OF SUCH
5
AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE LLC'S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE."
(C)
OPINION OF COUNSEL. NO HOLDER OF EXECUTIVE
UNITS MAY TRANSFER ANY EXECUTIVE
UNITS (EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT) WITHOUT FIRST DELIVERING TO THE
LLC AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE TO THE
BOARD OF MANAGERS OF THE LLC) THAT NEITHER REGISTRATION NOR QUALIFICATION UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS REQUIRED IN
CONNECTION WITH SUCH TRANSFER.
(D)
HOLDBACK AGREEMENT.
EACH HOLDER OF
EXECUTIVE UNITS AGREES NOT TO EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF ANY
EXECUTIVE UNITS OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR
EXERCISABLE FOR ANY EXECUTIVE
UNITS DURING THE SEVEN DAYS PRIOR TO AND THE 180
DAYS AFTER THE EFFECTIVENESS OF ANY UNDERWRITTEN PUBLIC OFFERING, EXCEPT AS PART
OF SUCH UNDERWRITTEN PUBLIC OFFERING, IF OTHERWISE PERMITTED BY THE LLC OR IF
INVESTORS ARE SUBJECT TO ANY LESSER RESTRICTION (IN WHICH CASE SUCH HOLDERS
SHALL BE SUBJECT ONLY TO SUCH LESSER RESTRICTION).
6.
JOINDER.
EFFECTIVE UPON THE EXECUTION
OF THIS AGREEMENT AND AS A CONDITION TO THE ISSUANCE OF EXECUTIVE UNITS, THE
UNDERSIGNED HEREBY AGREES THAT HE IS HEREBY BECOMING A PARTY TO THE LLC
AGREEMENT.
THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ
THE LLC AGREEMENT AND, BY EXECUTING THIS AGREEMENT, SHALL BE BOUND BY THE LLC
AGREEMENT AND ALL OF THE PROVISIONS THEREOF AND SHALL BE SUBJECT TO ALL OF THE
OBLIGATIONS OF A PARTY TO THE LLC AGREEMENT.
THE UNDERSIGNED FURTHER
ACKNOWLEDGES AND AGREES THAT HIS, HER OR ITS SIGNATURE BELOW SHALL CONSTITUTE AN
EXECUTED COUNTERPART SIGNATURE PAGE TO THE LLC AGREEMENT AND THAT FOR ALL
PURPOSES OF THE LLC AGREEMENT HE SHALL BE CONSIDERED A "MANAGEMENT MEMBER" AND A
"UNITHOLDER" THEREUNDER.
7.
SURVIVAL. THE PROVISIONS OF THIS
AGREEMENT SHALL SURVIVE AND CONTINUE IN FULL FORCE IN ACCORDANCE WITH THEIR
TERMS NOTWITHSTANDING ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE LLC AND
ITS SUBSIDIARIES.
8.
DEFINITIONS.
"Cause" has the meaning given to such term in the LLC Agreement.
"Class E Units" has the meaning given to such term in the LLC Agreement.
"Executive Units" means the Class E Units acquired by Executive hereunder, which
Class E Units shall continue to be Executive Units in the hands of any holder
other than Executive (except for the LLC), and except