EFTA00583477.pdf

DKI REVISED DRAFTAYH Draft 2.4417.14 SETTLEMENT AGREEMENT AND GENERAL RELEASE This Settlement Agreement and General Release (this "Agreement"), dated as of February_, 2014, is made by and between Jeffrey Epstein ("Epstein"), Andr-ew—Par-kas ("Furless"}„ Island Global Yachting Facilities Ltd., a Cayman Islands exempted company ("IGYF"), and IGY-AYH St. Thomas Holdings, LLC, a U.S. Virgin Islands limited liability company ("AYH", and together with Epstein, Farkas, and IGYF, the "Parties"). WHEREAS, IGYF and Epstein entered in a Membership Interest Purchase Agreement, dated as of May 29, 2007 pursuant to which Epstein purchased a 50% membership interest in AYH (the "Membership Interest Purchase Agreement"); WHEREAS, Epstein, IGYF and AYH entered into that certain Amended and Restated Limited Liability Company Agreement of AYH dated as of May 29, 2007 (the "LLC Agreement"). WHEREAS, Epstein,-Farkas IGYF and AYH have a dispute (the "Dispute") regarding, among other things, the purchase price paid by Epstein for his 50% interest in AYH pursuant to the Membership Interest Purchase Agreement-and-eesin-ether-mattecs-eeneeming-the-eperatien eemprising-Ameriean--Y-aeht-Harber-(theakteility9r anft id WHEREAS, the Parties wish to settle the Dispute on the terms and conditions set forth herein. NOW, THEREFORE, the undersigned, representing all of the Parties, for good and valuable consideration, including without limitation the covenants and agreements made herein, hereby agree as follows: 1. Settlement Payment. Upon execution and acknowledgement of this Agreement by all Parties, IGYF shall pay or cause to be paid to Epstein the sum of Two Hundred Ninety Two Thousand Six Hundred Fifty Five 00/100 Dollars ($292,655.00) in immediately available funds by wire transfer to an account designated by Epstein. 2. Management of the Facility. Within ten (10) business days following the date hereof, the Epstein, IGYF and AYH shall sign an amendment to LLC Agreement that provides, and AYH shall cause Island Global Yachting Services Ltd. ("IGYS") to enter into an amendment to the Management Agreement by and between AYH and IGYS dated as of February 1, 2008 (the "Management Agreement") which will provide, that: (a) the compensation payable to the IGYS Service Provider (as defined in the LLC Agreement) under Section 12.01(a)(ii) of the LLC Agreement and under Section 2(a) of the Management Agreement shall be reduced from seven and one-half percent (7.5%) of Gross Receipts (as defined in the Management Agreement) to five percent (5%) of Gross Receipts; and (b) no performance bonus shall be paid to the IGYS Service Provider under Section 12.01(a)(ii) of the OperatingLI Agreement or under the applicable provisions of the Management Agreement without the prior written consent of Epstein, which consent may be granted or withheld in Epstein's sole discretion; (c) all other feca EFTA00583477 .:orvicos fees, arc hereinafter referred to as "AYH Fees"); and (d) no AYH Foos shall hereafter be ilerived-frean-lipsfein-er-any-ef-4)is-affiliatesr The effectiveness of the amendments to the LLC Agreement and the Management Agreement shall be as of March 1, 2014. Se-leng-as-Epstein-er me-with-the-inest-reeent-eepy-of-the-Management-Agseement-and-any-amendments therefor} 3. Side Letter. AYH hereby reaffirms its obligations under the provisions of the Side Letter Agreement, by and among, Epstein, AYH and Island Global Yachting Ltd. ("jar) dated as of May 29, 2007 (the "Side Letter"), including, without limitation, the obligation to provide Epstein or his affiliate with the right to use a slip at American Yacht Harbor Marina (the mina-at-the-"Facilityp for a vessel up to 75 feet in length on the terms and conditions set forth in the Side Letter. The-Porties-agree-that-the-right-to-use-seid-slip-shall-eontinue-fe-be-preyided unfler4he-prei4siens-ef-the4ide-Iretter-and-this-Seetien--3-shall-renfain-in-fall-feree-and-effeet-fer eentrel-en-interest-in-the-Faeility-Of-inanage-the-FaeilityrThe obligation and under the provisions of the Side Letter shall remain in full force and effect in accordance with the terms thereof. 4,—The-Parties-agree-es-felleiver 4. So long as Epstein and his affiliates are not in default under any of their respective obligations to AYH, IGY, IGYF or their respective affiliates, AYH agrees as follows: (a) Fuel. AYH shalihereby agrees to provide Epstein and his affiliates with the right to purchase fuel for vessels owned by him and his affiliate's as of the date hereof (or replacements thereof) from AYH fuel-of-any-type-whieh-M1-14-effers—fer--sele—for a price equaldiscount of twenty percent (20%) to AYH's aetual-flireet-rrest-published price for such fuel; phis-fwe-peroenf-(-5-%)r on the date of such purchase and Epstein shalihereby agrees to pay for such fuel by the end of the third (3rd) business day after each such purchase by the-enil-ef-the fenth-(-10th)-husiness-thy-after-A-Y-14-ilelivers-te-Epstein or his affiliates, as the case may be, the inyeiee-for-sueh-pureheser‘ (b) Additional Dockage. In-aelelitienAYH hereby agrees to the-rights-provided in-Seetien--3-hereef-,-AY-14-shall-provide Epstein and his affiliates witlf-the-right4e-deekage-at-the Faeilityr aral-e-fised-rate-ef-S0794-per-elay-per-ceeta ten percent (10%) discount on slip fees with respeet-te-sueh-fleekager for-any-aralon all other vessels new-er-hereafter-owned by Epstein or his afTiliatesr includingr witheut-lintitetienr the-vessels-eurrently-using-Stip-Nesr 6-10;- G-1-2r 6-14 and B 14 at the Facility (the "Current Slips"). as of the date hereof (or replacements thereof) and AYH and Epstein challagree to enter into the standard AYH slip agreenfents-(preyaling-fer the-abeye-fineikrate-ef-slip-fees-enfl-c-enteining-ettsternary-tes-reasenahly-aeeeptehle-te Page I 2 EFTA00583478 Epatein)-with-respeet-te-all-ef-4he-Gurrent-Splipsagreement within ten-(40five (5) business days following the date hereof, and, as and when requested by Epstein, to enter into further slip agreements (providing for the above fixed rate of slip fees and containing customary terms Feasenals4y-aeeeptable-te-Epstein)-relating-te-addifienal-slips-fer-any-ether-vessels-Epstein-eir-his affiliates-rnar hereafter-desire-te-cleek-at-the-Faeitityr A-VH-ntar net-ehange-the-Gurfern-Stips Upon the disposition of American Yacht Harbor to a third party such slip agreement would be granted-er-withheld-in-Epateinzs-sele-disereticitterminated for each vessel. —(e)—P-a,In-additien-te-any-paFking-permita-that-may-be-granted-parsuant his-affiliates-shall-be-entitled-te-feaFteen-(44)-par-leng-pecmits-fec-par-king-at-the-Paedity-at-the following rates: (i) nine (9) permits shall be free of charge; (ii) three (3) permits shall be at a axed-rate-ef-fifty-dellacs-(4-50)-per-mentht and-fiii-)4we42)-petmits-shall-be-Eit-a-fmeti-rate-elene hur+dred-dallar-s4stecy-per--Frienthr With-respeet-twe-(2)-parking-permits-gcanted-te-Epstein-fer-a affiliates-parking-permits-at-the-rate-ef-kily-deliacs-(1,50)-per--menth, (d) The (c) The provisions of this Section 4 shall remain in full force and effect so long as-Farkesr AYH, IGYF, IGY& or any affiliates thereof directly or indirectly ewil-er-eentfol-an-intecest-in-the-Faeility-er-ace-engaged-te-manage-the €acilityowns an interest in the Facility and Epstein owns its current interest in AYH and (ii) terminate without notice on the that IGYF or any affiliates thereof no longer owns an interest in the Facility or Epstein no longer owns its current interest in AYH. 5. Current J Ease and-heasfrof-Other-Spase-at the Facility. (a) All of the tenant's rights and obligations under the current Lease Agreement by and between AYH and Financial Trust Company, Inc. ("FTC"), dated as of September 4, 2009 (the "Lease"), as well as the Lease itself, shall be assigned by FTC to Epstein's affiliate, Southern Trust Company, Inc., a U.S. Virgin Islands corporation ("STC"), subject to the modification of the Lease provided in Section 5(b) hereof and provided that FTC will continue to be liable for the obligations of the Tenant (as defined in the Lease) under the Lease. (b) Effective as of March 1, 2014, the current rent payable under the Lease, Five Thousand Four Hundred Sixteen 67/100 Dollars ($5,116.67). Said rent will remain unehanged-fer--thearcatieri-ef-4he-eueent-teFm under-the-Lease-and-the-ficat-riVe-(-5)-year-Ortien Term-under-the-heaser and-fer-the-seeend-five-(-5)-year-gp4ien-Tern-under-the-Lease-said-r-ent Term under the Lease shall be reduced-to sixty (60) days prior to the Expiration Date (as defined in the Lease) (or sixty (60) days prior to the expiration date of the first five (5) year Option Term ander-the-Leaser as-the-ease-may-be)7 Page I 3 EFTA00583479 (b) Effective as of March 1 2014 AYH hereby agrees to reduce the Base Rent payable per Lease Year (as each term is defined under the Lease to Seventy Nine Thousand Five Hundred Forty Eight 12/100th Dollars ($79,548.12) to Sixty Two Thousand Seven Hundred Forty Eight 11/100 Dollars ($62,748.11) payable in monthly installments of Five Thousand, Two Hundred and Twenty-Nine 00/100th Dollars ($5,229.00). (c) Within ten (10) business days following the date hereof, AYH and Epstein, on behalf of FTC and STC, shall enter into an assignment and amendment of the Lease, containing usual and customary terms reasonably acceptable to Epstein and AYH, to effectuate the assignment as described in Section 5(a) hereof; and the change in centBase Rent payable under the Lease anti-the-reduetiee-ef--the-ftefiee-requiretl-te-exereise-an-Gpfien-Term-untler-the Lease as described in Section 5(b)—hereef,—and—the—inelesien—ef-the—finaneial—aceeentability prektisiens-Eleseeihed-ici-Seetien-6 hereof. (d) (i) AYH hereby grants 6. Amendments to Epstein-and-anyef his-affiliates-the-fight-ef--fiFst-Fefusal-te-lease-any-and-all-ether-spaee-that-heeemes-available-at-the Faeibtras-hereinacier-prevideek (ii) AYH shall give notice to Epstein of any and all space at the Paeility-that-is-eaerently-availahle-fer-lease-fanAvailability-Netiee-andr within-thiFty-(-30)-days aftee-reeeipt-wf-stieh-nefiee-frem-A-Y-Hr Epstein-shall-give-netiee-te-A-Y-H-iii-the-event-that-Epstein er-any-ef-his-affilimes-Eletsines-te-lease-Slith-spaee-fanEleetien-Netieen),In-additienr net ister-then-iiiftety-(90)-(lays-priOf—te—the—expieatien—ef-ent existing—lease—m—anr spaee—that—i.s anticipated to become available for lease at the Facility, AYH shall give Epstein an Availability Netiee—with—respeet-te-seth-spaee-and-within-thiFty-(--30)-days-aftee-Epstein1/2 -rec-eipt-ef--seeh Availability-Nefieer Epstein-shall-give-A-Y-H-an-Eleetien-Netiee-in-the-even4-that-Epstein-eany ef-bis-affiliates-defenines4e-lease-sueh-spaee, —fiii)—In-the-eveitt-thei-Epstein-reeeives-an-Aveilability-Netiee-with Fespeet-te-any-spaee-at-the-Paellity-available-fee-lease-er-beeeming-availahle-fer-lease-and-fails-te give-AY-H-an-Eleetien-Netiee-with-respeet-te-sweh-spaee-with-seeh-thiety-40)-day-pepied-fthe Eleetien-Peeied2)r then AYH shall be free to lease such space to a third party; provided, heweverr that-in-the-event-that-AY-H-fails-te-sign-a-lease-fer-sueli-spaee-with-a-third-paFty-within sixty-(40)-4ays-afief-the-end-ef-seeh-Eleetien-Peeiedr then-suell-spaee-shall-again-heeeme-subjeet right (iv) Neither the election by Epstein or any of his affiliates to lease any :;pace at the Facility that is or becomes available, nor the failure by Epstein to give an Election Netiee-with-Fespeet-te-any-sueh-spaeer shall-tepFninate-Epsteinls-Figlit-ef-f+Fst-r-efusal-under--this Sestien--5(4)r which right shall remain in full force and affect so long as Farkas, 431-14r 1931-F7 IGY-8-er--any-affiliates-thereef-direetly-ee-indireetbfrewil-er--eentrel-an-inteeest-in-the-Feeility-Of are-engaged-te-manage-the-Fasility, (v) In the event that within ninety (90) days after Epstein gives AYH an-Eleetien-Netiee-with-respeet-te-any-spaee-as-te-whieh-Epstein-reeeiwel-an-Availability-Netiee Ethehease-Exeeutien-Pecied2kEpstein-Of-any-ef-his-affiliates-fails4e-sign-with-A31-H-a-lease with-respeet-te-swell-spaee-that-eenceens-te-the-requiremen(s-set-feeth-in-this-Seetien-g(dIr then A-Y-14-shall-he-free-te-lease-sweli-spaee-te-a-third-pailtyt pr-evidedr heweyerr thet-in-the-event-that 26X144ails-te-sign-a-lease-feesueli-speee-with-a-thicd-party-within-sixty4603-days-aftec-the-end-ef the Lease Execution Period, then ouch space shall again become subject to the right of firot fefusal-as-prektideil-in4his-Seefien4(4), Page 14 EFTA00583480 (vi) Each and any Lease for any space as to which Epstein has given i_bLl fthe initial-Ternt2)-and-a-cenevittlieittensien-fer--a-term-ef-ftve-(5)-yearsr eitereisable-at-the tenangs-eptien-en-tentts-substantially-similar--te-these-applisable-te-the-exereise-ef--Optien-Teens under-the-Leaser as-amended-ftheRenewal--Tentet(B)-previde-that-the-rent-payabler eiteluding Gemmon-Area-Maintepanee-chartesr pec-lease-year-duFing-the-Initial-Teffn-shall-be-fixed-and equal-te-the-squar-e-feetage-of-sush-Elested-Spase-ntultiplief by ienty4hree-214400-DellaFs ($23721)-per--square-feettEG)-previde-that-the-Fent-payabler eitelutling-cemmenacee Maintenanee-chafgesr per--Iease-year--duping-the-Renewal--T-enn-skail-he-fi*ed-and-equal-te-the squttre-feetage-ef-sueh-Eleeteel-Spaee-multiplied-by-Twentr Sht49/-1-90-Begars-(326779)-per square-feetand-(4)-shall-ethefwise-eentain-tens-and-cenditions-sulsstantially-similar-te-the preAsiens-ef-the-Iseaser as-iantended, 6. Financial Accountability.LLC Agreement. In addition to the amendments pursuant to Section .5(e)2 hereof, within ten (10) business days following the date hereof, the Parties will amend the LLC Agreement te-inslude-impreved-finansial-sentfelsr repecting-and asseuntability-with-Fespeet-te-A-Y-14-and-the-Fasilityr sensisting-efias follows:: (a) yearly provision to Epstein of a detailed Annual Budget-fer--his-advanee-apprnyttl; (b) provision to Epstein of Quarterly Financial Statements and Budget Reports showing variance between budgeted line items and actual receipts and expenditures; and (c) independently audited financial statements as well as any auditor-issued internal control and management comment letters to be delivered to Epstein not-later-than-4-Enenths-aftec-the-elese-ef-eash-ftseal-yeaF(d)-selestien-ef ateriine-item-vatittnees-betweeit-bedgeted-lifte-ftems-and-fretual-reeeipts-and-expenditures-S witheut—linshatienr tithudgeted—additierisr altecations—er—imprevements—te—the—A-Y-14 faeilitiespromptly after the receipt thereof and to the extent undertaken bv, and delivered to, AYH. 7. Further Assurances. The paftiesParties agree to perform (or to procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other party may reasonably require, to implement and/or give effect to this Agreement and the transactions contemplated herein. 8. Release, Waiver and Covenant Not to Sue of AYH and IGYF. (a) (al Upon the date hereof, Farkas, AYH and IGYF, each on behalf of itself and each of its affiliated individuals and entities (collectively, the "AYH Releasors"), hereby fully releases and forever discharges Epstein, Financial Trust Company, Inc., Southern Trust Company, Inc., L.S.J., LLC, Island Grounds, Inc., LSJE, LLC and Nautilus, Inc., and each of their past and present parents, subsidiaries, affiliates, officers, directors, managers, employees, members, shareholders, agents and attorneys (the "Epstein Releasees") without the need for any Page I 5 EFTA00583481 additional documentation of such release, from any and all debts, claims, rights, obligations, liabilities, demands, damages, expenses, costs, attorneys' fees and causes of action, of any kind or nature whatsoever, whether in law or in equity, whether or not now known, suspected or claimed (individually, a "Loss" and, collectively "Losses"), that each and any of the AYH Releasers now have, ever had or may have against any of the Epstein Releasees from the beginning of the world through and including the date of this Agreement, including, without limitation, any claims in respect of the Dispute or under the LLC Agreement; provided, however, that the obligation of the Epstein Releasees to pay AYH the aggregate sum of in respect of outstanding amounts due under the Lease and in respect of outstanding amounts due in respect of any slip agreements or in connection with any fuel purchases from AYH as of the Curcent-Slipsdate hereof shall not be subject to the release under this Section 8(a) ("Excluded Claims"). (b) Upon the date hereof, each of the AYH Releasers: (i) acknowledges that it may have sustained damages, costs, or expenses that are presently unknown with respect to the matters released under Section 8(a); (ii) acknowledges that it has negotiated, with the assistance of competent independent legal counsel, agreed upon and entered into the release provided for in this Section 8 with full knowledge of such a possibility; and (iii) waives any and all rights which it may have under any state, territory or federal statute or common law, including, without limitation, the law of any foreign jurisdiction, that would otherwise limit the effect of this Agreement, to such claims, known or suspected as of or after the date hereof. For the purpose of implementing the release intended pursuant to Section 8(a), upon the date hereof, each of the AYH Releasers: (x) expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims, known or unknown arising prior to or on the date hereof which each of the AYH Releasers ever had, may have or now has against any of the Epstein Releasees other than the Excluded Claims, and this Agreement further contemplates the extinction of any and all such claims other than the Excluded Claims; and (y) expressly waives any right hereafter to assert that any such claim (other than Excluded Claims) has, through ignorance or oversight, been omitted from this Agreement, and further assumes full responsibility for any Loss of any kind or nature whatsoever, that it has or may hereafter incur, from the above-specified waiver. (c) Upon the date hereof, each of the AYH Releasers hereby covenants and agrees never to commence or prosecute any action against any of the Epstein Releasees based in whole or in part upon any Loss, claim, cause of action, obligation, or liability released in Section 8(a) or waived in Section 8(b). This Agreement may be submitted and pleaded as a full and complete defense to or be used as the basis for an injunction against any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement. (d) Each of the AYH Releasers hereby represents and warrants that he, she or it has not assigned or otherwise transferred any claims against the Epstein Releasees to any other party. Notwithstanding anything to the contrary in this Section 8, each of the Epstein Releasees hereby understands and agrees that none of the AYH Releasers is waiving, compromising or releasing any rights or claims, arising or accruing after the date hereof (i) with respect to the Excluded Claims, (ii) under this Agreement, or (iii) with respect to any of the following agreements: (A) the Lease, as the same shall or may hereafter be amended, (B) any other Leese Agfeementlease agreement between Epstein or any of his affiliates and AYH entered into after the date hereof, (C) any slip agreements between Epstein or any of his affiliates and AYH, (D) Page 16 EFTA00583482 the Side Letter, or (E) the LLC Agreement, as such LLC Agreement shall or may hereafter be amended, each of which of the foregoing agreements, and the rights and obligations thereunder of the parties thereto, shall remain in full force and effect. 9. Release, Waiver and Covenant Not to Sue of Epstein. (a) Upon the date hereof, Epstein, on behalf of himself and his affiliated individuals and entities (collectively, the "Epstein Releasors") hereby fully releases and forever discharges each of Andrew L. Farkas, AYH, IGYF, IGY, Island Global Yachting Directives LLC, Island Capital Group LLC and each of their past and present parents, subsidiaries, affiliates, officers, directors, managers, employees, members, shareholders, agents and attorneys (the "AYH Releasees"), without the need for any additional documentation of such release, from any and all Losses of any kind or nature whatsoever that each and any of the Epstein Releasors now has or ever had or may have, against any of the AYH Releasees from the beginning of the world through and including the date of this Agreement, including, without limitation, respecting any claims in respect of the Dispute or under the LLC Agreement. (b) Upon the date hereof, each of the Epstein Releasors (i) acknowledges that it may have sustained damages, costs, or expenses that are presently unknown, with respect to the matters released under Section 9(a); (ii) acknowledges that it has negotiated, with the assistance of competent independent legal counsel, agreed upon and entered into the release provided for in this Section 9 with full knowledge of such a possibility; and (iii) waives any and all rights which it may have under any state, territorial or federal statute or common law, including, without limitation, the law of any foreign jurisdiction, that would otherwise limit the effect of this Agreement, to such claims, known or suspected as of or after the date hereof. For the purpose of implementing the release intended pursuant to Section 9(a), upon the date hereof, each of the Epstein Releasors: (x) expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims, known or unknown arising prior to or on the date hereof which the Epstein Releasors ever had or may have or now has against any of the AYH Releasees; and (y) expressly waives any right hereafter to assert that any such claim has, through ignorance or oversight, been omitted from this Agreement, and further assumes full responsibility for any Loss of any kind or nature whatsoever, that it has or may hereafter incur, from the above-specified waiver. (c) Upon the date hereof, each of the Epstein Releasors hereby covenants and agrees never to commence or prosecute any action against any of the AYH Releasees based in whole or in part upon any Loss, claim, cause of action, obligation, or liability released in Section 9(a) or waived in Section 9(b). This Agreement may be submitted and pleaded as a full and complete defense to or be used as the basis for an injunction against any action, suit, or other proceeding that may be instituted, prosecuted, or attempted in breach of this Agreement. (d) Each of the Epstein Releasors hereby represents and warrants that he, she or it has not assigned or otherwise transferred any claims against the AYH Releasees to any other party. Notwithstanding anything to the contrary in this Section 9, each of the AYH Releasees hereby understands and agrees that none of the Epstein Releasors is waiving, compromising or releasing any rights or claims, arising or accruing after the date hereof (i) under this Agreement, or (ii) with respect to any of the following agreements: (A) the Lease, as the same shall or may hereafter be amended, (B) any other Lease-Agreementlease agreement between Epstein or any of his affiliates and AYH entered into after the date hereof, (C) any slip agreements between Epstein or any of his affiliates and AYH, (D) the Side Letter, or (E) the LLC Agreement, as such LLC Agreement shall or may hereafter be amended, each of which of the foregoing agreements, Page 17 EFTA00583483 and the rights and obligations thereunder of the parties thereto, shall remain in full force and effect. 10. No Admission. Each of the Parties have expressly denied and contested the merit and validity of any and all claims asserted against such Party, and it is understood and agreed that all of the consideration set forth herein is not an admission of liability by any Party or any AYH Releasee or Epstein Releasee, but such consideration is being given in order to compromise and settle disputed claims so that the Parties may avoid the expense, burden and uncertainty of litigation. 11. Entire Agreement; Successors and Assigns. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior agreements among any of the Parties, whether written or oral, with respect to such subject matter. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties, including, as applicable, their respective heirs and estates. 12. Amendments; Modifications. This Agreement may be amended or modified only by a writing signed by all the Parties. No provision of this Agreement may be waived except by a writing signed by the person or entity against whom such waiver is asserted. Neither any course of dealing nor any failure or neglect of any Party, AYH Releasee or Epstein Releasee in any instance to exercise any right, power or privilege hereunder, or under law or in equity, shall constitute a waiver of any right, power or privilege hereunder in any instance. No waiver by any person or entity of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. 13. Severability. If any portion or portions of this Agreement may be held by a court of competent jurisdiction to conflict with any federal, state, territorial or local law, and as a result such portion or portions are declared to be invalid and of no force and effect in such jurisdiction, all remaining provisions of this Agreement shall otherwise remain in full force and effect and be construed as if such invalid portion or portions had not been included herein. 14. Governing Law; Jurisdiction; Enforcement. This Agreement shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the United States-Virgin-IalandsState of New York without giving effect to that jimisdietienIsState's choice of law principles. The Parties hereto hereby acknowledge and agree (a) that to the maximum extent permitted by applicable law, all disputes, claims, suits, actions or proceedings amengbetween the Partiesparties hereto relating to, among other things, the validity, construction, performance or termination of this Agreement shall be the subject of the exclusive jurisdiction of the Supecier-Geart-ef4heWirtin-Islands-Of-the-United-States-Dismiet-GeuFt for the District of the U.S. Virgin Islandastate courts located in St. Thomas in the U.S. Virgin islandsNew York County, New York and (b) to waive any and all objections to the jurisdiction of such Getwtsstate courts located in New York County, New York that they may have. 15. Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY ANY LAW OF ANY JURISDICTION, TRIAL BY JURY IN ANY PROCEEDING INVOLVING DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT. 16. Counterparts; Facsimiles. This Agreement may be executed in one or more counterparts. Facsimile signature pages or signature pages delivered electronically in PDF format shall have the same binding force and effect as original copies. If signature pages are Page 18 EFTA00583484 facsimile or PDF pages, the party signing the same shall forward to its counsel the original signature for ultimate forwarding to opposing counsel. 17. Notices. All notices, consents, or other communications which any Party may be required or desire to give to any other Party hereto must be in writing and sent by (i) first class U.S. certified or registered mail, return receipt requested, with postage prepaid, (ii) facsimile or email (with a copy sent by first class U.S. certified or registered mail, return receipt requested, with postage prepaid), or (iii) express mail or courier (for either same day or next Business Day delivery). A notice or other communication sent in compliance with the provisions of this Section 17 shall be deemed given and received on (a) the third (3rd) Business Day following the date it is deposited in the U.S. mail, (b) the date of confirmed dispatch if sent by facsimile or email (provided that a copy thereof is sent by mail the same day in the manner provided in clause (i) above), or (c) the date it is delivered to the other Party's address if sent by express mail or courier. The addresses for the Parties are as follows: All notices and other communications to Farkas, IGYF and AYH shall be addressed to such Party at the following address: flaseft-ls/mise-AdelFesal IGY-AYH St. Thomas Holdings, LLC do Island Global Yachting Ltd. 717 Fifth Avenue, 18th Floor New York, NY 10022 Attn: President Facsimile No. (212) 705-5001 Email: Island Global Yachting Facilities Ltd. do Island Global Yachting Ltd. 717 Fifth Avenue, 18th Floor New York, NY 10022 Attn: President Facsimile No. (212) 705-5001 Email: with a copy to (which shall not constitute notice to-Farks; IGYF or AYH): Mark Lande, Esq. General Counsel Island Global Yachting Ltd. 717 Fifth Avenue, 18th Floor New York, NY 10022 Facsimile No. (212) 705-5001 Email: Email: Page 19 EFTA00583485 All notices and other communications to Epstein shall be addressed to such Party at the following address: Mr. Jeffrey Epstein 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 Facsimile No.: with a copy to {which shall not constitute notice to Purchaser): Darren K. Indyke, Esq. Darren K. Indyke, PLLC 301 East 66th Street, 10B New York, NY 10065 Facsimile No.: (646) 350-0378 Email: Any Party may designate another addressee or change its address for notices and other communications hereunder by a notice given to the other Parties in the manner provided in this Section 17. f Signature Pages to Follow.' Pagel 10 EFTA00583486 By signing below, this Agreement will become a legal and binding agreement among the parties hereto effective as of the date hereinabove written. JEFFREY EPSTEIN, on behalf of himself and all Epstein Releasors Name: Jeffrey Epstein Name Andrew-F-arlias ISLAND GLOBAL YACHTING FACILITIES LTD.= on behalf of itself and all AYH Releasors By: Name: Thomas Mukamal Title: President IGY-AYH ST. THOMAS HOLDINGS, LLC By: Name: Thomas Mukamal Title: President Page I 11 EFTA00583487 ACKNOWLEDGMENTS For: JEFFREY EPSTEIN )ss.: On the day of February in the year 2014 before me, the undersigned, personally appeared JEFFREY EPSTEIN, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his individual capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public Fey—ANDREW-FARIGAS STATE OF NEW YORK COUNTY OF NEW YORK On-the—day-ef-FebniaFy-in-the-year-201-4-befer-e-fner the-undefsignedr persenally-appeared ANDRE-W-PARKASr peFsenally4nown-te-Fne-er-preved-te-Flie-en-the-basis-ef-sittisfeetepy evidenee-te-be-the-individual-whese-nerne-is-subseribed-te-the-withict-instramem-and aeknewledged-te-me-that-he-exeented-the-same-in-his-inelik4dual-eapaeityr and-that-by-his signatuFe-en-the-iastfumen4r the-indik4dualr er—the-persen-upen-behalf--ef-whish-the4ndividual aetedr exesuted-the-istfunlent, Page 1 12 EFTA00583488 For: ISLAND GLOBAL YACHTING FACILITIES LTD. STATE OF NEW YORK )ss.: COUNTY OF NEW YORK On the day of February- in the year 2014 before me, the undersigned, personally appeared THOMAS MUKAMAL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as the President of ISLAND GLOBAL YACHTING FACILITIES LTD., and that by his signature on the instrument, ISLAND GLOBAL YACHTING FACILITIES LTD. executed the instrument. Notary Public For: IGY-AYH ST. THOMAS HOLDINGS, LLC STATE OF NEW YORK )ss.: COUNTY OF NEW YORK On the day of February in the year 2014 before me, the undersigned, personally appeared THOMAS MUKAMAL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as the President of IGY-AYH ST. THOMAS HOLDINGS, LLC, and that by his signature on the instrument, IGY-AYH ST. THOMAS HOLDINGS, LLC executed the instrument. Notary Public Page 1 13 EFTA00583489