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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
f Company income and gain (including gross income) shall be specially allocated to such Member to the extent required and in the manner specified by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) in an amount and manner sufficient to eliminate the such deficit balance as quickly as possible. This provision is intended to
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
n during a Company Fiscal Year, the Members shall be B - 4 404348-3-W EFTA00284035 allocated items of Company income and gain in accordance with Treasury Regulations Sections 1.704- 2(f) and 1.704-2(i)(4). (d) Qualified Income Offset. In addition, in the event that any Member has a deficit Capital Account at the end of
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
n during a Company Fiscal Year, the Members shall be B - 4 404348-3-W EFTA00284052 allocated items of Company income and gain in accordance with Treasury Regulations Sections 1.704- 2(f) and 1.704-2(i)(4). (d) Qualified Income Offset. In addition, in the event that any Member has a deficit Capital Account at the end of
Entities connected to both the State of New York and Treasury Regulations Sections

the Internal Revenue Service
ORGANIZATION
United States
LOCATION
New York
LOCATION
Samantha Power
PERSON
George Mitchell
PERSONAssignee
ORGANIZATIONBooks and Records
ORGANIZATIONTax Matters Partner
ORGANIZATIONNet Profits
ORGANIZATIONNet Profits or Net Losses
ORGANIZATIONColumbia Heights
LOCATIONInitial Capital Contributions
ORGANIZATIONAdjusted Capital
ORGANIZATIONthe City and County
LOCATIONcomputing Net Profits or Net Losses
ORGANIZATIONLimitations on Power of Members
ORGANIZATIONNo Personal Liability
ORGANIZATIONUnreturned Capital Contributions
ORGANIZATIONRegulations Sections
ORGANIZATIONthe Percentage Interests
ORGANIZATION