OPERATING AGREEMENT THIS OPERATING AGREEMENT OF NEPTUNE, LLC (the "Company"), dated December/) , 2011, is adopted and executed by Jeffrey E. Epstein ("Member"), as the sole member of the Company. ARTICLE I. Organization IA. Formation. The Company has been organized as a Delaware limited liability• company by the filing of a Certificate of Formation of the Company (the "Certificate") with the Delaware Secretary of State pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 111-101, ea seq., as amended from time to time (the "Act"). 1.2. Name. The name of the Company Is "NEPTUNE, LLC" and all Company business must be conducted in that name or such other names that may be selected by the Manager (defined in Section 4.1 (below) and that comply with applicable law. 1.3. Registered Office; Registered Agent Offices. The registered office and registered agent of the Company in the State of Delaware shall be as specified in the Certificate or as designated by the Manager in the manner provided by applicable law. The offices of the Company shall be at such places as the Manager may designate, which need not be in the State of Delaware. 1.4. Enn es. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawfill act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. 1.5. Foreign Qualification. Prior to the Company's conducting business in any jurisdiction other than the State of Delaware, the Manager shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. 1.6. Term. The Company shall commence on the date of filing of the Certificate under and pursuant to the Act and shall continue in existence perpetually or until the earlier dissolution of the Company