EFTA01362976

C. Distribution upon Liquidation-0111e Conmanv. 1. At the termination. of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in tash to the. Sole Member and any dissociated members whose interests have not been previously redeemed first,, in discharge of their respective capital interests; and then, hipropottion. to the Membership. Units. 2. If the Company lucks sufficient assets to make the distributions described in the foregoing paragraph, the Company. will make distribUtions in proportion to thram0unt of the respective capital interest of the Sole Menther and any dissociated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In general.. The Company shall be manager-managed. Jeffrey. Epstein shall be the initial manager of the Company.. The manager shall manage the business and affairs of the Company and shill have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and. Carry Out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all ptheracts or activities customary or incident tote management:of the Company's business: B. Voting cif Membership Units. A Membership Unit is entitled to be voted only if it is owned by a'motriber and each such MeMbership 1.1nit Snail be entitled to onnote. Neither an assignee nor a transferee may vote a Membership Unit unless- such assignee or transferee is admitted as a member. SECEION Vi JOICULPATION OF LIABILITY: INDEMNIVICArtION A. Exculpation ofliahilitv. Unless otherwise provided by law or expressly assumed, the. Sole Member shall not he personally liable (Or the acts, debts of liabilities of the Company. B. Indemnification 1. Except as otherwise provided in this Section, the ,Company shall indemnify the manager-of the Company and may indemnify any employee or agent of the Company who was. or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil,. criminal, administrative., or investigative, and whether ,formal or informal, other than an action by or in the right of the Company, by reason of the fact that such perabn is or was ti member, employee or agent of the Company against expenses (including attorneys! fees), judgments, penalties, fines and amounts.paid is settlement actually and reasonably incurred by such person in connection' with the action; suit or proceeding, if the person acted In good faiths with the care an ordinarily prudent CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0052761 CONFIDENTIAL SDNY_GM_00198945 EFTA01362976