Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributces, heirs, successors and assigns. Sole Member, B. Governing Law. Regardless of the place where this Agreement may be executed by the the rights and obligations of the Sole Member, and any claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. Agreement IN WITNESS WHEREOF, the Sole Member makes and executes this Operating on the day and year first written above. WITNESSETH: By: SOUTHERN TRUST COM,NVIgel, Sole Member By: Teffiny E. Epstei Presid nt 6 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) rnKICHICKITIAI DB-SDNY-0 103174 SDNY_GM_00249358 EFTA01448226