EFTA01368281.pdf

person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful. 2. To the extent that any manager, member, employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory herein. indemnification provided 3. Any indemnification permitted under this Section, unless shall be made by the Company only as authorized ordered by a court, in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amoun ts paid in settlement. This determination and evaluation shall be made by a majority vote of the members who are not parties or threatened to be made parties to the action , suit or proceeding (except in the event that there are no members other than the Sole Member, in which event the determination and evaluation shall be made by the Sole Member, regardless of whether or not Jeffrey Epstein is a party or threatened to be made a party to the action, suit or proceeding). SECTION VII LIM/DATION The Company shall be dissolved, and shall terminate and wind up its affairs, upon the determination ofthe Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section Headings. The Section headings and numbers contained in been inserted only as a matter of convenience and for reference, this Agreement have and in no way shall be construed to define, limit or describe the scope or intent of any provision this of Agreement 13. Severabilitv. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agree ment shall be construed in all respects as if such invalid or unenforceable provisions were omitte d. C. Amendment. This Agreement may be amended or revoked at any the consent of the Sole Member. No change or modification to time, in writing, with this Agreement shall be valid unless in writing and signed by the Sole Member. 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0059975 rrticinPNTIAL SDNY_GM_00206159 EFTA01368281