EFTA01480161

OPERATING AGREEMENT OF HYPERION AIR. LIC A 15.S. Virgin Islands Inrincd Liability Company "tus OPERATING AGREEMENT (this "Agreement') is made and emeted inbo as of October 19. 2012 by Jefliey F. Epstein (hcreinafter rcferred to as 'Sole Member"), witb an adiEtss at 6:00 Red Book Quarter, 83. St. "litorne, USVI 00802. who hereby fonts I tYPERTON AIK LI.U. a U.S. Virgin Islands limiled liability company (the "'Company") pursuant to the U.S. Vilain Islands Uniform Limited Liability Company Act (the "Act- ) upon the fullowing terms and conditions. SECTION I pRGANIZATION & FORMATION A. Fortr••arinn. The Company has ben org.inizixl as a U.S. Virgin Islands limited liability company under and pursuant to the U.S. Virgin Islands limited Liability Company Act (the "Ad") by the fillog cf Articles of Organituton (-Articles-) with the Office of the Lieutenant Govemot. on October 19. 2012, as required by the Ad. B. >lame. The name of the Company shall be 1 IYPERION AIR. LLC'. The Company upon proper notice and filing with the Office of the Lieutenant GOttr110r of the U.S. Virgin Islands may cotduct ils operations Lindet one or mon: assumai navtes. C. Purent>. The parpose of the Company is to engage in any lawful acuvity. operate any tassfot tnterprise or to hase any iriser iawfid purpose perrnined by the lave of the terril«) of the L.S. Virgin Islands The Company ishall have all the powtrs necessary or convtnient tu affect any purpost for which it is formed. Ir.cluding ail powers granled by the Act. D. frki.reion The Company shah continue in existence pcipetually, begmning on the date ut filing of the Articles. unless tenninatcd by law or dissolvcd and terminated E. Registered Office and Resident A erg and Place of BUsitiCS . PIC Registered Office and Resident Agen! of the Company for service of process within de terril(*) shall be: Business Basies VI, LLC, "A 9100 Port of Sale Mall, Suite 15, SL Thstnas, U.S. Virgin ;stands 00802. The Company 's principal place of business shah be 6100 Red !look Quarter, B3, St. Thomas Virgin Islands 00802 or such other place or places as the Sole Member /Tey hereafter detcrmine. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002245 SDNY_GM_00271443 EFTA01480161