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is entered into and shall be effective on the day of , 2015, by and among NautilusX, LLC, a limited liability company organized under the laws of the State of New York with a principal place of business located at (the "Company"), and the undersigned Members (as defined below). The Company and the Members are s
n 4.2(a) of this Agreement. - I - EFTA00805815 "Affiliate" means, in relation to any entity, any other entity which: (i) directly or indirectly Controls, or is Controlled by, or is under common Control with, such entity, (ii) directly or indirectly beneficially owns or holds fifty percent (50%) or mo
nder or by reason of this Agreement. Section 7.04. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. Section 7.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or publ
he terms defined). "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. "Agreed Rate" means LIBOR plus 100 basis points. "Agreement" is defined in
, successors and permitted assigns. 9.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 9.4 Amendments. Except as otherwise provided herein, this Agreement may not be change
anings ascribed to them below: "Affiliate" of a specified Person means any Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common control with the Person specified. "Agreement" means this Agreement as it may from time to time be amended, or
, successors and permitted assigns. 7.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 7.4 Amendments. Except as otherwise provided herein, this Agreement may not be change
anings ascribed to them below: "Affiliate" of a specified Person means any Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified. "Agreement" means this Agreement as it may from time to time be amended, an
ermitted assigns. 8 EFTA00586113 8.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 8.4 Amendments. Except as otherwise provided herein, this Agreement may not be change
anings ascribed to them below: "Affiliate" of a specified Person means any Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common control with the Person specified. "Agreement" means this Agreement as it may from time to time be amended, or
Entities connected to both the State of New York and Controls

Jeffrey Epstein
PERSON
United States
LOCATIONDarren Indyke
PERSON
New York
LOCATIONLeon Black
PERSON
Deutsche Bank
ORGANIZATION
Financial Trust Company
ORGANIZATION
Prince Andrew
PERSON
Department of Justice
ORGANIZATIONGovernmental Authority
ORGANIZATION
Alfredo Rodriguez
PERSON
Oliver Stone
PERSONJohn J. Hannan
PERSONSurvival of Representations and Warranties
ORGANIZATIONRepresentations and Warranties of Purchaser
ORGANIZATIONthe Common Stock
ORGANIZATION
Bronx
LOCATION
Saint James
LOCATIONFederal Bureau of Prisons
ORGANIZATIONNature of Relationship
ORGANIZATION