EFTA00076539


## OPERATING AGREEMENT
OF
HYPERION AIR, LLC
A U.S. 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 HYPERION AIR, I.I.C., 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 conditions:





EFTA00076540

IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year first written above.

WITNESSETH:

SOLE MEMBER:



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EFTA00076541

## EXHIBIT A

MEMBER LISTING; CAPITAL CONTRIBUTIONS

<table border="1"><tr><td>Members</td><td>Capital Contributed</td><td>Number of Membership Units</td><td>Percentage Membership Interest</td></tr><tr><td>JEFFREY E. EPSTEIN</td><td>$1000.00</td><td>100</td><td>100%</td></tr></table>

ACCEPTED AND AGREED:

By: JEFFREY E. EPSTEIN

DATE: October 19, 2012

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