EFTA01480087.pdf

OPERATING AGREEMENT THIS OPERATING AGREEMENT OF NEPTUNE. I.LC (the Company"), dated Decernberil , 2011 is ',foisted and executed by Jeffrey E Epstein ("Member"), as the sole member of !be Compuiy. ARTICLE I. Organuation 1.1. brrnatS The Company has been organized as a Delaware liability company by the filing of a Certificate of Formation'of the Company (the "Certificate ) with :he Delaware Secretary of State pidsuant to the Delaware Limited Liability Company Act, 6 Del C §ti 13-101. r seq., as amended from wile to time (the "Act"). ! 1 Name The name of the Company is "NEPTTNE, LLC" and all Company business must be costfocted in that rene or such ocher names that may be selected by the Manager (defined in Section 4.1 (below) and that comply with apple ank law 1.3 R -tentrililice—Pee:dered Alen!: Offices The registered office and registered avert of the Company m the Sure of Delaware shall be as specified in the Certificate or as designated by !be Manager in the manner peen aded try applkable law. The offices of the Company Shall he at such places as the Manager may destitute, which need not be in the Slate of Delaware. I 4. Portio.sea The Company is formed fot the object and paresase of. and de rut= of die business to be cond‘czed and promoted by the Company is, engaging in any lawful act or activity for which :united lobildy companies may be formed under the Act and eng,agang in any and all activities necasary or Incidental to the fotegowg. I 5. roteirn Onalificatiora Prior to the Company's conducting business in any jurisdiction other than the Stare of Delaware, the Manager shall came the Company to comply with all requirements necessary to qualify the Company as a foreign :tinned liability company in that jurisdiction. 16. Tenn The Company shall commence on the date of filing of the Certificate uncle: and pursuant to the Act and shall continue in existence perpetually ce until the earlier dissolueort of the Company as provided in this Agreement or pursuant to the Act. AR [ICU: 2. Membership Interest Member is the snit member of the Company. No assignee (whether voluntary or involuntary) of Member's menibership interest shalt become a member of the Company without the prior written content of Member ARTICLE. 3. Capital Contributions CtnieTnporantothly with the execution of this Agreement. Member shall cor.iribuie the assets desmibed on Ex.hiba A to the Company Member shad have the option (but not tea obligation), subject to the approval of die Manager, from time to time to make additional contributions to the Company it such limes and in such SITOJIISS as Manage: determines to he necessary or okstrable in furtherance of the Company's purposes ARTICLE 4. Management 4.1 ti,anagpment bv Mtrater. (a) Richard Kahn is hereby appointed die manager of the Company (the "Manager) Ilse business and affairs of the Company dull be managed under she direction and control of the Manager. and ail powers of the Company shalt be exercised by or under the authority of the Manager No other person shall have any right or authority to act fa or bind the Company except as otherwise penn:ned in this Agreement or as required by the Act co) Confidential Treatment Requested by JPM-SDNY-00002153 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271351 EFTA01480087