Fill and Sign the 424b3 1 A16 99042424b3htm 424b3 Filed Pursuant to Rule Form

-1- 6.17[6][b] Clauses Relating to Venture IPO Example 1 (Limited Liability Company Venture):Section 1.01 Public Offering. (a) During the three (3) year period beginning on the second anniversary of [formation dates] a Member whose Percentage Interest is at least twenty-five percent (25%) (the "Requesting Member") may require that the LLC commence an underwritten sale to the public in the United States of equity securities issued by the LLC pursuant to a registration statement filed with the United States Securities and Exchange Commission (an "Initial Public Offering"); provided, however that the LLC shall not be obligated to commence an Initial Public Offering unless: (i) the LLC has retained a managing underwriter (1) acceptable to the Initial Member which is not the Requesting Member (the "Non-Requesting Member") and (2) ranked among the top ten underwriters in dollar volume of initial public offerings in the United States in the prior calendar year; (ii) the LLC's projected total market value following the completion of the Initial Public Offering exceeds $_______; (iii) the amount of equity securities to be offered to the public shall be between __% and ___% of the LLC's total equity; and (iv) the Initial Members have entered into a stockholders' agreement reasonably satisfactory to both Initial Members. (b) The Requesting Member shall deliver notice of its intention to exercise its rights under this Section 1.01 to the LLC and the Non-Requesting Member. During the thirty (30) day period after delivery of such notice, the Non-Requesting Member may send notice to the Requesting Member and the LLC that it has elected to delay the commencement by the LLC of a n Initial Public Offering for a period specified by the Non-Requesting Member of up to six (6) months. (c) Each Member shall have the right to cause the LLC to include equity securities issued by the LLC owned by the Initial Member representing up to __% of its Percentage Interest in the registration statement to be filed by the LLC in the Initial Public Offering; provided, however, that if the underwriters for the Initial Public Offering advise the LLC that the number of securities requested to be included in the registration statement exceeds the number of securities that can be sold in the Initial Public Offering without adversely affecting the offering price or the marketing of the LLC's securities, the Initial Members shall accept reduction in the number of securities to be included on their behalf in the registration statement. The number of securities that may be included by the Initial Members in the registration statement shall be allocated between them in proportion to their Percentage Interests. -2- (d) Each Initial Member shall agree, if requested by the managing underwriter for the Initial Public Offering, not to offer, pledge or sell, directly or indirectly, equity securities issued by the LLC owned by the Initial Member for a period of one hundred eighty (180) days commencing on the date of the final prospectus for the Initial Public Offering (or such shorter period as requested by the managing underwriter).