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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
mbers in a manner designed to result in each Member having a Capital Account balance equal to what it would have been had the original allocation of Net Profits or Net Losses pursuant to Sections 5.2 through 5.5 above not occurred. The Manager will apply this Section 5.6 at such times, and in such manner, and will make a
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
ts Capital Account. B-3 General Allocations. (a) Hypothetical Liquidation. The items of income, gain, loss and expense of the Company comprising Net Profits or Net Losses for a Fiscal Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause
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
ts Capital Account. B-3 General Allocations. (a) Hypothetical Liquidation. The items of income, gain, loss and expense of the Company comprising Net Profits or Net Losses for a Fiscal Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause
Entities connected to both the State of New York and Net Profits or Net Losses

the Internal Revenue Service
ORGANIZATION
Samantha Power
PERSON
George Mitchell
PERSON
Paul Barrett
PERSONAssignee
ORGANIZATIONNet Profits
ORGANIZATIONTreasury Regulations Sections
ORGANIZATIONTax Matters Partner
ORGANIZATIONBooks and Records
ORGANIZATIONInitial Capital Contributions
ORGANIZATIONColumbia Heights
LOCATIONthe City and County
LOCATIONPercentage 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
ORGANIZATION