OPERATING AGREEMENT OF PLAN D, LLC A Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of October 19. 2012 by Jeffrey E. Epstein (hereinafter referred to as "Sole Member"), with an address at 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802, who hereby. forms PLAN D, Ile. 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 conditioe-s: SECTION I ORGANIZATION & FORMATION A. Formation. The Company has been organized as a U S. Virgin Islands limited liability company under and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization (- Articles") with the Office of the Lieutenant Governor, on October 19. 2012.as required by the Am B. Name. The name of the Company shall be "PLAN D. I.LC. The Company upon proper notice and filing with the OlTioe of the i.ieutenant Governor of the US. Virgin Islands Wart COndUØt its operations under one or more asserted names. C. ems". The purpose of the Company is to ergage in any lawful activity, npentc any lawful enterprise or to hest any other lawful purpose permitted by the law of the territory of the U S. Virgin Islands. the Company shall hase all the possen necessary or convenient in affect any purpose for which it is formed including all powers granted by the Act D. Duration. The Company shall continue in existence urge rally, begirnir.g on the date of Fling of the Articles. unless terminated by law ur dissolsed and Terminated F. Registered Office and Resident Agent and Place of Busintas. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Business Basics VI, 1.I.C, at 9i00 Pon of Sale Mall, Suite 15. St Thomas. U S. Virgin Islands 00802 The Company's principal place of business shall be 6100 Red