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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
. 3.9 Priority and Return of Capital. No Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses, or a Distribution• provided, that this Section 3.9 shall not apply to loans or other indebtedness (as distinguished from a Capital Con
Section 6(d). I. Miscellaneous. (a) Governing Law. This Agreement is governed by and shall be construed in accordance with the internal laws of the State of New York, excluding its rules applicable to conflict- of-laws. The Manager and Members agree to submit to the exclusive jurisdiction and venue of the State a
is Section B-5(b) are solely for purposes of Federal and, as applicable, state and local, income tax purposes and shall not affect the allocation of Net Profits or Net Losses as between Members or any Member's Capital Account. B-6 Tar Matters Member. The Manager is hereby designated the "Tax Matters Member
Section 6(d). I. Miscellaneous. (a) Governing Law. This Agreement is governed by and shall be construed in accordance with the internal laws of the State of New York, excluding its rules applicable to conflict- of-laws. The Manager and Members agree to submit to the exclusive jurisdiction and venue of the State a
is Section B-5(b) are solely for purposes of Federal and, as applicable, state and local, income tax purposes and shall not affect the allocation of Net Profits or Net Losses as between Members or any Member's Capital Account. B-6 Tar Matters Member. The Manager is hereby designated the "Tax Matters Member
Entities connected to both the State of New York and Net Profits

the Internal Revenue Service
ORGANIZATION
Samantha Power
PERSON
George Mitchell
PERSONAssignee
ORGANIZATIONNet Profits or Net Losses
ORGANIZATIONTreasury Regulations Sections
ORGANIZATIONTax Matters Partner
ORGANIZATIONBooks and Records
ORGANIZATIONthe City and County
LOCATIONColumbia Heights
LOCATIONInitial Capital Contributions
ORGANIZATIONPercentage Interests of the Members
ORGANIZATIONthe New York Uniform Transfers to Minors
ORGANIZATIONThe Asset Value
ORGANIZATIONcomputing Net Profits or Net Losses
ORGANIZATIONAsset Value
ORGANIZATIONthe U.S. Department of Treasury Regulations
ORGANIZATIONthe Percentage Interests
ORGANIZATIONthe New York Limited Liability Company Act
ORGANIZATIONUnreturned Capital
ORGANIZATION