EFTA01480180

OPERATING AGREEMENT OF PLAN p, LLC AILS Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement') is made and trdered into as of October 19, 2012 by Jeffrey E Epstein (hereinafter referred to as "Sole Member'), with an address At 6100 Red Hook Quarter. 83. St. Thomas. USVI 00802, who hereby farms PLAN a LLC. a U.S. Virgin Islands limited liability company (the "Company') pursuant to the U.S. Virgin islands Uniform limited Liability Company Act (the "Act") upon the following terms and conditior-s: SECTION! ORGANIZATION & FORMATION A. Fonnatioo. The Company has been otganized as a U S. Virgin Islands limited liability company under a.'td pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organiation (- Articles") with the Office of the Lieutenant Governor, on October 19, 2012, as required by the Act B. Name. The name of the Company shall be "PLAN D. TLC'. The Company upon proper notice and filing with the Office of the Liortenant Governor of the U S Virgin Islands may conduct its operations under OM or more assuned names C. f,o'nts,. The purpose of the Company is to engage in any lawful activity, operate any lawful enterprise or to have any other lawful purpose petmutcd by the law of the territory of the U S. Virgin Islands. The Company. shall hese all the powers necessary or cons enjoy, to affect any purpose for which it is formed including all powers granted by the Act. D. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Anicles, unless terminated by law or dissok int and terminated F. Registered Office taxi Resident Agent nod Pt e of Business. The Reg:meted Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, lir, at 9100 Pon of Sale Mall, Suite 15. St Thomas. U.S. Virgin Islands 00802. The Company's principal place of business shall be 6103 Red Rock Quarter, B3, St Thomas U S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter &leonine. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002271 SDNY_GM_00271469 EFTA01480180