CERTIFICATE NO. UNITS
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(EXCELSIOR VENTURE PARTNERS III LLC logo)
Limited liability Company Units
THIS CERTIFIES that _______________________________________ is the owner of
__________________________________________________________ Limited
Liability Company Units in Excelsior Venture Partners III LLC, a Delaware
Limited Liability Company which has been formed under the terms and
conditions of the Delaware Limited Liability Company Act. This Certificate,
or the Units it represents, may not be negotiated, sold, transferred,
assigned, hypothecated, pledged, encumbered or otherwise disposed of in any
manner whatsoever except in compliance with all applicable securities laws.
In addition, the Units are subject to substantial restrictions upon
transfer under the Limited Liability Company Operating Agreement and may
not be transferred except as provided therein. The Limited Liability
Company Units are transferable only on the books of the Limited Liability
Company.
IN WITNESS WHEREOF, the Limited Liability Company has caused this
certificate to be signed by an Authorized person this ______________ day of
____________, 20__.
BY___________________________
AUTHORIZED SIGNATURE
The following abbreviations, when used in the Inscription on the face of
this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants UNIF GIFT MIN. ACT - .... Custodian .... under
in common (Cust) (Minor)
Uniform Gifts to Minors Act ..........
TEN ENT - as tenants by (State)
the entireties
JT TEN - as joint tenants
with right of sur-
vivorship and not
as tenants in common
Additional abbreviations may also be used though not in the above
list.
For Value Received, ___________________________ hereby sell, assign and
transfer unto
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(PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
__________________________________________________________________ of the
Units represented by the within Certificate, and do hereby
irrevocably constitute and appoint ___________________________________
_______________________________________________________________________ his
Attorney-in-Fact to transfer the Units on the books of the within named
Limited Liability Company with full power of substitution.
Dated, _________________________________________, 20__
In presence of _____________________________________________
NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.
THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE
DISPOSED OF WITHOUT COMPLYING WITH THE PROVISIONS OF THE LIMITED LIABILITY
COMPANY OPERATING AGREEMENT BY AND AMONG THE MEMBERS OF EXCELSIOR VENTURE
PARTNERS III, LLC (THE "COMPANY"), AS IT MAY BE AMENDED FROM TIME TO TIME,
A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE
RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE
INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE "1933
ACT"), AND ALL APPLICABLE STATE SECURITIES LAWS OR ALL APPLICABLE NON-U.S.
SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND PURSUANT TO SUCH
EXEMPTION UNDER APPLICABLE STATE OR NON-U.S. SECURITIES LAWS, THE HOLDER OF
THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY
ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.
