EFTA00099303.pdf

THE 1953 TRUST THIS nusT AGREEMENT is made as of August 8, 2019 ("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor (the "Grantor"), and DARREN K. INI3YKI-: and RICHARD D. KAHN, as Trustees (the "Trustees"). WHEREAS, Grantor, residing at Little St. James Island, St. Thomas, U.S. Virgin Islands established The Jeffrey E. Epstein 2019 Trust dated January 18, 2019, with Darren K. Indyke, and Richard D. Kahn, as Trustees; and WHEREAS, the Grantor retained the power to amend the trust in whole or in part, by a written instrument executed and acknowledged solely by the Grantor and delivered to no less than one Trustee of this Trust and exercised such right to amend the trust on February 4, 2019; NOW THEREFORE, the Grantor has chosen again to exercise the power to amend and restate the Trust expressly granted to him in Section 1.3 of the Trust to amend and restate the Trust, in its entirety, as follows: The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the Trustees the property described in Schedule A annexed hereto and made a pan hereof, to be administered and disposed of as provided in this Agreement, with any additions, changes, or amendments to this Agreement. Further, The Jeffrey E. Epstein 2019 Trust shall henceforth be known as the "The 1953 Trust". Article I During My Lifetime The following provisions shall apply during my lifetime: Section 1.1. - Disbursement of Income All of the income derived from the property held in this Trust (the "Trust Estate") shall be paid to me, or accumulated or paid as I may direct in writing from time to time. Section 1,2. - Disbursement of Principal The Trustees may distribute any part or all of the principal of the Trust Estate to me as I may direct in writing from time to time. Section 1.3. - Specific Rights Reserved to Me A. I reserve the right, at any time and from time to time, to amend this Agreement, in whole or in part, by a written instrument executed and acknowledged solely by me and delivered to no less than one Trustee of this Trust. B. I reserve the right, at any time and from time to time, in my sole and unfettered discretion, to remove any Trustee by delivering to no less than one Trustee of this Trust a written 1 GJ 00001 EFTA00099303 instrument executed and acknowledged solely by me. C. I reserve the right, at any time, to revoke this Trust in its entirety or, at any time and from time to time, to revoke any provision hereof by delivering to no less than one Trustee of this Trust a written instrument executed and acknowledged solely by me. D. I reserve the right, at any time and from time to time, to withdraw or appoint any part or all of the principal of the Trust Estate by delivering to no less than one Trustee of this Trust a written instrument executed and acknowledged solely by me. E. I reserve the right, at any time and from time to time, to transfer to the Trustees, by gift, by Will or by beneficiary designation, such additional property, including life insurance policies, as I may desire. Any such additional property shall be held on the same temis as are then applicable to the original Trust Estate, except that it may be transferred subject to conditions and provisions of special application to such additional property. Article U After My Death The following provisions shall apply after my death: Section 2.1. - Payment of My Debts and of Taxes and Expenses The Trustees shall pay from the principal of the Trust Estate (a) my debts, funeral and burial expenses and the administration expenses of my probate estate which are not paid by the Executors of my probate estate, and (b) the federal, state and territorial estate, inheritance, succession, generation skipping and similar taxes imposed by reason of my death which are the obligations of the Trustees (including any of such taxes which the Executors of my probate estate direct the Trustees to pay by written direction delivered to the Trustees). For purposes of this Section 2.1, the principal of the Trust Estate shall not include (a) any assets which are not included in my Gross Estate or (b) any assets which are not subject to, or available to creditors for the payment of, my debts, my funeral and burial expenses or the administration expenses of my probate estate. Section 2.2. -Bequests and Devises under My Will and Trust If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable in cash or in kind in the discretion of the Executors of my probate estate) provided in my Will, the Trustees shall pay such unpaid bequests from the principal of the Trust Fate. If my Will provided for a specific bequest or devise of specified assets and such bequest or devise could not be satisfied from my probate estate because such assets were held by the Trustees at my death, the Trustees shall distribute such assets to satisfy such bequest or devise. To the extent the assets of the Trust are insufficient to satisfy all bequests provided for in this Agreement, I direct the Trustees to first pay all specific bequests in Article II, Sections 2.3(A)(1), (2), and (3), of this Agreement. To the extent assets are insufficient to pay all of the remaining bequests in Article II, Section 2.3(A) of this Agreement, then the Trustees shall pay the bequests in the order in which they are listed in this Trust. To the extent the Trust funds are insufficient to satisfy all of the bequests listed in Article II, Section 2.3(A)(4)-(41), the bequests that cannot be satisfied shall be 2 GJ 00002 EFTA00099304 deemed to have lapsed. Section 2.3. Bequests A. I make the following general bequests: 1. to KARYNA SHULIAK, if she survives mc, Fifty Million Dollars ($50,000,000). In addition to said bequest, as soon as practicable after my death, the Trustees are directed to purchase an annuity for the benefit of KARYNA SHULIAK from a reputable financial institution in the amount of Fifty Million Dollars ($50,000,000), which annuity shall be payable monthly for the life of KARYNA SHULIAK. Upon the death of KARYNA SHULIAK, the Trustees shall distribute the remaining principal balance of said annuity, and any income, pro rata to the beneficiaries listed in Article II, Section 2.3(A)(4)-(41M in the same percentage that their initial bequest bears to the total amount of bequests made in Article II, Section 2.3(A)(4)- (41): r t-°/ It is my intention to fund a separate trust for KARYNA SHULIAK prior to my death. In the event that a separate trust is created and funded by me for KARYNA SHULIAK then the amount bequeathed by this section shall be reduced by the amount of principal conveyed by me to the separate mist. 2. to DARREN KEITH INDYKE, if he survives me, Fifty Million Dollars ($50,000,000). 3. to RICHARI) I)AVII) KAHN, if he survives me, Twenty Five Million Dollars ($25,000,000). 4. to • ($10,000,000). if she survives me, the amount of Ten Million Dollars 5. to , if she survives me, the amount of Ten Million Dollars ($10,000,000),. In addition, if she survives me, my 'Trustees are directed to pay an additional Five Million Dollars ($5,000,000) to be distributed as per instructions. 6. to • ($10,000,000). 7. to ($5,000,000). 8. to 9. to ($3,000,000). 10. to ($5,000,000). , if she survives mc, the amount of Ten Million Dollars if she survives me, the amount of Five Million Dollars ■, the amount of Ten Million Dollars ($10,000,000). if she survives me, the amount of Three Million Dollars , if she survives me, the amount of Five Million Dollars 3 GI 00003 EFTA00099305 11. to LAWRENCE PAUL VISOSKI, JR., if he survives me, Ten Million Dollars ($10,000,000). 12. to BELLA KLEIN, if she survives me, Three Million Dollars ($3,000,000). 13. to LUCIANO A. FONTANILLA, JR., if he survives me, Three Million Dollars ($3,000,000). 14. to MERWIN DELA CRUZ, if he survives me, Three Million Dollars ($3,000,000). 15. to VALDSON VIERA CON'IRIN, if he survives mc, Five Million Dollars ($5,000,000). 16. to GHISLAINE MAXWFT I, if she survives me, Ten Million Dollars ($10,000,000). 17. to ANN RODRIQUEZ, if she survives me, the amount of Five Million Dollars ($5,000,000),. 18. to if she survives me, Three Million Dollars ($3,000,000). 19. to DAVID ROGERS, if he survives me, Four Million Dollars ($4,000,000). 20. to PETER ST. OMER, if he survives me, One Million Dollars ($1,000,000). 21. to DUPSON DONISSAINT, if he survives me, One Million Dollars ($1,000,000). 22. to PIERRE JULES, if he survives me, One Million Dollars ($1,000,000). 23. to CECILE DE JONGH, if she survives me, One Million Dollars ($1,000,000). 24. to JEANNE BRENNAN WIEBRACHT, if she survives mc, One Million Dollars ($1,000,000). 25. to JERMAINE RUAN, if he survives me, One Million Dollars ($1,000,000). 26. to DAPHNE WALLACE, if she survives me, One Million Dollars ($1,000,000). 27. to if she survives me, Two Million Dollars ($2,000,000). 28. to , if she survives me, Three Million Dollars ($3,000,000). 29. to BRICE GORDON, if he survives me, Two Million Dollars ($2,000,000). 30. to if she survives me, Two Million Dollars ($2,000,000). 31. to if she survives me, One Million Dollars ($1,000,000). 4 GJ 00004 EFTA00099306 32. to , if she survives me, Five Million Dollars ($5,000,000). 33. to EDWARD ROED LARSEN, if he survives me, Five Million Dollars ($5,000,000). 34. to MARTIN NOWACK, if he survives me, Five Million Dollars ($5,000,000). 35. to ARLINE M. TOYLO, if she survives me, One Million Dollars ($1,000,000.00). 36. to CARLUZ N. TOYLO, if he survives me, One Million Dollars ($1,000,000.00). 37. to , if she survives me, Five Million Dollars ($5,000,000). 38. to UNA PASCAL, if she survives me, One Million Dollars ($1,000,000). 39. to MARK EPSTEIN, if he survives me, the sum of Ten Million Dollars ($10,000,000), to be held by him, in trust, for the benefit of his children. 40. to PERRY BARD, if she survives me, the sum of Three Million Dollars ($3,000,000).. 41. to ($3,000,000). if she survives me, the sum of Three Million Dollars 42. to MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used for the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KCAC, LLC in connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser, and KCAC, LLC, as seller, for the purchase of the real property known as and located at 2 Kean Court in Livingston, New Jersey, and terminating said real estate purchase contract. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat said $3,000,000 as having been distributed by the Trust to MICHELLE FERN SAIPHER, as the sole member of KCAC, LLC, as then having been repaid by MICHELLE FERN SAIPHER on behalf of KCAC, LLC to FT Real Estate, Inc. and as then having been distributed by FT Real Estate, Inc. to the Trust, as the sole shareholder of FE Real Estate, Inc. It is further my express desire and intention, as the sole shareholder of FT Real Estate, Inc., that upon my death and the receipt by the Trust of the assets from my estate, FT Real Estate, Inc. be directed to cancel and terminate said real estate purchase contract as contemplated herein; provided, however, that such distribution shall not be made or deemed to have been made and such termination shall not occur if the transfer of such real property to FT Real Estate, Inc. pursuant to such real estate purchase contract has been completed prior to my death or if prior to my death said real estate purchase contract has been terminated or is otherwise no longer in effect. 43. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns, whether or not LUCIANO A. FONTANILLA, JR. survives me, all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 18 Teneyck Avenue, Valley Stream, New York. My interest consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo, LLC, a New York limited liability company which holds legal title to said real property, improvements, 5 GJ 00005 EFTA00099307 fixtures, permits and other rights, which Membership Interests arc held in the name of Darren K. Indyke, as nominee for me, and which I direct the Trustees to transfer to LUCIANO A. FONTANILLA, JR., or his heirs, successors or assigns. 44. whether or not survives me, to or her heirs, successors or assigns, an amount equal to the total outstanding debt, including, without limitation allprincipal and all accrued and unpaid interest thereon, due from to FT Real Estate, Inc. to be used sole for the purpose of repaying said principal and interest in full. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the full amount of said outstanding debt, including, without limitation, all principal and accrued and unpaid interest thereon, as having been distributed by the Trust to , or her heirs, successors or assigns, for the sole purpose of being used to a all such outstan debt and accrued but unpaid interest, as then having been repaid by to FT Real Estate, Inc., and then as having been distributed to the Trust as the sole shareholder of FT Real Estate, Inc. 45. I forgive any loans which I made to the following individuals or entities: a) LUCIANO A. FONTANILLA, JR. b) c) (A/K/A ac r (A/K/A e) f) KARYNA SHULIAK 1) A/K/A 6 GJ 00006 EFTA00099308 n) PAUL KRASSNER o) DAVID MITCHELL p) LAWRENCE BRUCE DELSON and jointly and severally q) MARK LLOYD r) s) t) NLR VENTURES, LIE u) SIX DESIGNS, LLC v) JSC INTERIORS, LLC 46. Upon my death, the Trustees are directed to distribute to DARREN KEITH INDYKE, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LIE, a U.S. Virgin Islands limited liability company, from DARREN KEITH INDYKE, his spouse, MICHEI I .F FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as having been distributed by the Trust to DARREN KEITH INDYKE, or his heirs, successors or assigns, and as then having been repaid by DARREN KEITH INDYKE, or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, or its successor entities. 47. Upon my death, the Trustees are directed to distribute to RICHARD DAVID KAHN, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited 7 GJ 00007 EFTA00099309 to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from RICHARD DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD DAVID KAHN, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, a New York limited liability company, or its successor entities. Said funds shall be distributed to RICHARD DAVID KAHN, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as having been distributed by the Trust to RICHARD DAVID KAHN, or his heirs, successors or assigns, and as then having been repaid by RICHARD DAVID KAHN, or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from RICHARD DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD DAVID KAHN, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, or its successor entities. 48. Upon my death, the Trustees arc directed to distribute to LAWRENCE PAUL VISOSKI, JR, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from LAWRENCE PAUL VISOSKI, JR., his spouse, EILEEN VISOSKI, if she is then married to LAWRENCE PAUL VISOSKI, JR., and/or both of them jointly, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death. Said funds shall be distributed to LAWRENCE PAUL VISOSKI, JR, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as having been distributed by the Trust to LAWRENCE PAUL VISOSKI, JR., or his heirs, successors or assigns, and as then having been repaid by LAWRENCE PAUL VISOSKI, JR, or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from LAWRENCE P. VISOSKI, JR, his spouse, EILEEN VISOSKI, and/or both of them jointly, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death. 49. U onm des the Trustees are directed to distribute to each of , BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due from her or him to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, 8 GJ 00008 EFTA00099310 Southern Financial, LLC, a U.S. Virgin Islands limited liability company, and FT Real Estate Inc. a U.S. V Islands co oration. Said funds shall be distributed to each of , BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obli a tions and liabilities as ha vin been distributed by the Trust to each of , BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRU or her or his heirs successors or ass' and as then having been repaid by each of BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due from her or him to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC and FT Real Estate, Inc 50. It is my express desire and intention that all amounts due and owing to me by the persons listed in Article II, Section 2.3(A)(45) of this Agreement shall be cancelled upon my death. While at the date of execution of this Amendment, the cancellation of said loans will not result in taxable income to any such persons, in the event any changes are made to the applicable tax law, the Trustees are directed to take any and all steps necessary to ensure that the cancellation of such indebtedness does not result in any negative tax consequences to such persons. In that regard, as necessary, all such amounts due and owing to me by the persons enumerated in Article II, Section 2.3(A)(45) of this Agreement may be deemed to have been distributed by the Trust to such persons and repaid by such persons to the Trust It is also my express desire and intention that all financial obligations and liabilities enumerated in Article II, Sections 2.3(A)(42), (43), (44), (46), (47), (48), and (49) of this Agreement shall be deemed to be terminated upon my death, and that such termination shall not result in taxable income to any of the Beneficiaries enumerated in such Sections, and the Trustees are directed to take any and all steps necessary to ensure that the termination of such obligations and liabilities does not result in any negative tax consequences to such Beneficiaries. In the event that the termination of any obligation does result in tax consequences to the Beneficiaries enumerated in Article II, Section 2.3(A)(42), (43), (44), (46), (47), (48), and (49), the Trustees are hereby directed to distribute an amount necessary to satisfy said tax consequences to each Beneficiary to the extent necessary. 51. If and at such time or times as the Trustees shall determine in their sole and absolute discretion that it would be beneficial for the protection of the exclusive and unimpeded tight to the use and enjoyment by KARYNA SHULIAK of the outright distribution which pursuant to the provisions of Section 2.3(A)(1) then notwithstanding the provision of this Agreement directing the Trustees to make such distribution directly to KARYNA SHULIAK, the Trustees shall be authorized to make such distribution in Trust for the benefit of KARYNA SHULIAK payable for her lifetime. Upon her death, the remaining income and principal shall be distributed pro rata to the beneficiaries listed in Article II, Section 2.3(A)(4)-(41) in an amount equal to the percentage which their individual bequest bears to the total amount of bequests in Article II, Section 2.3(A)(4)-(41). 52. The Trustees shall retain the sum of Ten Million Dollars ($10,000,000) for as 9 GJ 00009 EFTA00099311 long as they shall determine in their discretion is necessary or appropriate to enable them to defend against and, in their discretion, settle any and all claims made regarding the validity of this Trust and any of its provisions or any accompanying Will executed by me. The Trustees shall have complete discretion to determine if, when, for how much and upon what other terms to settle each and any such claims, and shall have the right to pay each and all such settlements out of said Ten Million Dollars ($10,000,000) so retained. If and at such time or times, if any, as the Trustees shall determine in their discretion that it is no longer necessary or appropriate to retain all or any portion of said Ten Million Dollars ($10,000,000) so retained, the amount the Trustees determine no longer necessary or appropriate to be retained shall be distributed as provided in Section 2.4 of this Article II. 53. The Trustees shall retain the sum of Fifty Million Dollars ($50,000,000) for as long as they shall determine in their discretion is necessary or appropriate to enable them to defend against and, in their discretion, settle any and all claims to any and all assets of my estate asserted by any persons against my estate, the Trustees or this Trust. The Trustees shall have complete discretion to determine if, when, for how much and upon what other terms to settle each and any such claims, and shall have the right to pay each and all such settlements out of said Fifty Million Dollars ($50,000,000) so retained. If and at such time or times, if any, as the Trustees shall determine in their discretion that it is no longer necessary or appropriate to retain all or any portion of said Fifty Million Dollars ($50,000,000) so retained, the amount the Trustees determine no longer necessary or appropriate to be retained shall be distributed as provided in Section 2.4 of this Article II. (B) I make the following specific bequests: 1. I give to KARYNA SHULIAK, if she survives me, the following: (a) all of my interest in the property, leases, rights, permits, improvements and fixtures comprising and pertaining to Zorro Ranch, located at 49 Zorro Ranch Road, Stanley, New Mexico. My interest consists of 10,000 shares of common stock of Cypress, Inc., a United States Virgin Islands corporation, which holds legal title to the same. Such interest is hereinafter referred to as the "New Mexico Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods (as defined in Section 2.3(B)(4) of this Article II) associated with the use, recreational use, maintenance or repair of the New Mexico Property. (b) all of my interest in the property, rights, permits, improvements and fixtures comprising and pertaining to the island known as Little St. James, located in the U.S. Virgin Islands. My interest consists of 10,000 shares of common stock of Nautilus, Inc., a United States Virgin Islands corporation, which holds legal tide to the same. Such interest is hereinafter referred to as the "LSJ Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the LSJ Property. (c) all of my interest in the property, rights, permits, improvements and fixtures comprising and pertaining to the island known as Great St James, located in the U.S. Virgin Islands. My interest consists of 10,000 shares of common stock of 10 GJ 00010 EFTA00099312 Poplar, Inc. a United States Virgin Islands corporation, which holds all of the membership interests of Great St. Jim, LLC, a United States Virgin Islands limited liability company, which holds legal title to said property, rights, permits, improvements and fixtures comprising and pertaining to the said island known as Great St. James. Such interest is hereinafter referred to as the "GSJ Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the GSJ Property. (c1) all of my interest in all apartments, improvements, fixtures, permits and other rights of and pertaining to the premises located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France. The interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the 5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI JEP, a French company of which I own 999 of the 1,000 outstanding shares. Such interest is hereinafter referred to as the "Paris Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the Paris Property. (e) all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 358 El Brillo Way, Palm Beach, Florida. My interest consists of 10,000 shares of common stock of laurel, Inc., a United States Virgin Islands corporation, which holds legal tide to the same. Such interest is hereinafter referred to as the "Florida Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the Florida Property. (0 all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 9 East 71" Street, New York, New York. My interest consists of 10,000 shares of common stock of Maple, Inc., a United States Virgin Islands corporation, which holds legal tide to the same. Such interest is hereinafter referred to as the "New York Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the New York Property. 2. I give to KARYNA SHULIAK, if she survives me, in a separate mist, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, the sum of Five Million Dollars ($5,000,000) for each property that KARYNA SHULIAK takes title to, to pay for the operating expenses of the properties. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 3. If KARYNA SHULIAK does not survive me, or if KARYNA SHULIAK advises at least one of the Trustees in writing that she has renounces her right to take or otherwise disclaims her interest in any of the properties listed in Section 2.3(B)(1) then those ro erties that are renounced or disclaimed by KARYNA SHULIAK shall pass to , if 11 GJ 00011 EFTA00099313 she survives me. In addition, in the event that property passes from KARYNA SHULIAK to pursuant to the terms of this Agreement, I also give to in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, the sum of Five Million Dollars ($5,000,000) for each property that she takes tide to, to pay for the operating expenses of the properties. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 3. In the event renounces her right or refuses to take any of the properties listed in Section 2.3(B)(1) or otherwise disclaims her interest, the properties shall be disposed of in accordance with the provisions of Article II, Section 2.6 and all proceeds shall be distributed to KARYNA SHULIAK. In the event KARYNA SHULIAK declines the proceeds of the sales, or has predeceased then the Trustees are directed to distribute the sales proceeds pro rata to the Beneficiaries listed in Article II, Section 2.3(A)(4)- (41) in the same percentage that their initial bequest bears to the total amount of bequests made in Article II, Section 2.3(A)(4)-(41). 4. For purposes of this Agreement, "Household Goods associated with the use, recreational use, maintenance or repair" of any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property shall mean all tangible personal property which in the discretion of the Trustees is determined to be necessary or appropriate in connection with the use, recreational use, maintenance or repair of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, as the case may be, including without limitation, household appliances, household furniture, household furnishings, window treatments, linens, carpets, household electronic equipment, recreational equipment, dishes, utensils, cutlery, cooking equipment, cleaning equipment, tools and other items, materials and equipment associated with such use, recreational use, maintenance or repair, and also including any and all livestock, and materials, tools, equipment and vehicles associated with such livestock, and any and all mechanical equipment, construction equipment, vehicles and watercraft determined by the Trustees in their discretion to be necessary or appropriate for such use, recreational use, maintenance or repair. Notwithstanding the foregoing, Household Goods shall not include any of items of tangible personal property which the Trustees in their discretion determine to be my personal possessions, even if located at any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, including without limitation, clothing, jewelry, watches, gemstones, artwork, sculpture, antiques, coins, currency, or other items of personal property determined by the Trustees in their discretion to be personal effeus of mine ("Personal Possessions"). For the sake of further clarification, no assets constituting securities, accounts, equity investments, debt investments, financial instruments, or other financial assets or investment assets of any kind shall be included in the definitions of Household Goods or Personal Possessions under this Agreement In addition, the Trustees shall have the sole discretion to determine whether or not an item of tangible personal property shall be deemeds be within the definition of Household Goods or Personal Possessions under this Agreemenerett iutclant "ir timit u ksol t sL "54295setreeac ' S Ele c.-crosaituaatm arAVattha. Nip% Weir WIZZOWLS t4or ccr4amAtigna), V I give to KARYNA SHULIAK, my diamond ring, set with a rectangular-cut diamond, a r weighing approximately 32.73 carats, flanked by baguette-cut diamonds mounted in platinum, jar 12 cc/Safi/404012 lbari EFTA00099314 which rectangular-cut diamond is described in GIA Certificate Number 11197600 dated July 12, 2000, which accompanies the said diamond ring, as D Color and VSI clarity. If KARYNA SHULIAK does not survive me, the diamond ring shall be sold and the proceeds distributed as provided in Section 2.4 of this Article R., ' cts: 41" zwrscurict l..95,MIThist tozoe""erp - A BED ea mu WI 0/41104PLIIIICU aspobsee, 1N The evalt Tire Meccas, IS Plot nti 'ft. I give eo KARYNA SHULIAK all of my loose diamonds, including but not limited to, 48 separate loose diamonds, identified by accompanying GIA Certificate Numbers 11143371, 12813480, 12811989, 12813533, 12813246, 12813303, 11143338, 12813451, 12811971, 11143872, 12813183, 11143179, 12813216, 12813010, 12813292, 12813247, 11382484, 12813201, 12813180, 11383591, 12811956, 12813254, 11143341, 11143180, 11143350, 11383569, 11383584, 12263407, 10421632, 10768120, 12813255, 10177902, 12378695, 13100048, 13096420, 11383481, 12811577, 10429438, 12811796, 11383663, 11137800, 12263667, 12811562, 11137812, 12811824, 12811822, 11383651, 12811792. If KARYNA SHULIAK does not survive me, the loose diamonds shall be sold and the proceeds distributed as provided in Section 2.4 of this Article II. 7. All of my remaining Personal Possessions, which for the sake of clarity excludes all Household Goods associated with the use, recreational use, maintenance or repair of any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, shall be sold by the Trustees, whether at auction or otherwise and the proceeds shall be added to the residuary of the Trust and disposed of as provided in Section 2.4 of this Article II. Section 2.4. Residuary of Trust Estate The residuary of the Trust Estate, after the distributions provided in Article II, Sections 2.1, 2.2 and 2.3 of this Agreement, shall be distributed to those persons named in Article II, Section 2.3(A)(4)-(41) pro ram in an amount equal to the percentage their individual bequest bears to the total amount of bequests in Article II, Section 2.3(A)(4) — (41). Section 2.5. — Condition Anplicable to Certain Bequests A. Except as expressly provided herein, no bequest to any Beneficiary of this Agreement who, during my lifetime, was employed by or provided services to me or any entity that was owned directly or indirectly by me during my lifetime or I RK Associates, Inc. or any entity owned by Darren K. Indyke, shall be distributed to said Beneficiary prior to the expiration of two years following the date of my death. Any Beneficiary of this Agreement who, during my lifetime, was employed by or provided services to me or any entity that was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, and who, after my death, shall voluntarily discontinue, or as a result of said Beneficiary's misconduct, cause to be terminated, said Beneficiary's employment with or provision of services to my estate or any entity or parcel of real property directly or indirectly owned by me during my lifetime or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, prior to the expiration of two years following the date of my death, shall be ineligible to receive any bequest hereunder; provided, however, that in the event that prior to the expiration of two years following the date of my death, there is a cessation in the specific operations of my estate or said real property or entity or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, in respect of which said Beneficiary is employed or provides services, 13 GJ 00013 EFTA00099315 and prior to that cessation, said Beneficiary had not voluntarily discontinued, or as a result of said Beneficiary's misconduct, caused to be terminated, said Beneficiary's employment with or provision of services to my estate or said real property or entity or HBRK Associates, Inc. or any entity owned by Darren K Indyke, then the Trustees shall distribute the bequest hereunder to said Beneficiary within sixty days following the date of such cessation or as soon as is reasonably practicable thereafter. B. In order to provide for the continued and uninterrupted maintenance and operation of the assets in my Trust Estate following my death, the Trustees shall ensure that all persons who were employed by, or provided services to, me or any entity directly or indirectly owned by me or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, shall continue to be so employed or to so provide such services for a period of two (2) years following the date of my death; provided, however, that the Trustees shall have the right terminate the employment or the engagement of any such employees or service providers if and at such times as the Trustees determine in their discretion that there is cause for such termination. For purposes of this Section 2.5 of this Article II, cause for such termination shall include, without limitation, physical or mental incapacity, intentional misconduct, insubordination, breach of duty, disloyalty, dishonesty, fraud, embezzlement, theft, abusive or inappropriate workplace behavior, substance abuse, criminal misconduct (whether or not pertaining to the assets in the Trust Estate), decrease or cessation of the need for employment or services, or any other circumstances canting the Trustees to determine in their discretion that there is cause for such termination. The obligation of the Trustees to ensure such continued employment or provision of services shall include, without limitation, payment out of the assets of the Trust Estate for the costs and expenses of all items of compensation, remuneration and benefits as shall then be in effect at the then current rates and in the then current amounts immediately prior to my death. C. The provisions of this Section 2.5 of this Article II shall not apply to the Trustees so long as they continue to serve as the Trustees hereunder. D. The provisions of this Section 2.5 of this Article II shall not apply to the provisions of Article II, Sections 2.3(A)(42), (43), (44), (46), (47), (48), and (49), of this Agreement. Section 2.6. — Trust Property that Is Real Property An trust roc that is real property, that is renounced or disclaimed by KARYNA SHULIAK and including, but not limited to, improvements, fixtures, permits and other rights of and pertaining to such real property, held directly by me, or indirectly through ownership of shares of capital stock of a corporation or membership interests in a limited liability company of which I was the sole beneficial owner prior to my death, shall be sold by the Trustees and the proceeds thereof held in said trust as soon as is reasonably practicable following my death. In marketing and effectuating the sale of said real property, the Trustees shall be guided as nearly as the Trustees determine in their discretion is possible or appropriate under the then prevailing circumstances by my last express wishes with respect to the sale of said real property, as shall be contained in the last writing signed by me and notarized and delivered to at least one of the Trustees prior to my death. The proceeds of said sales shall be distributed in accordance with the provisions of Section 2.4. 14 GJ 00014 EFTA00099316 Article III Trust for Operating Expense 3.1 Trust for Operating Expenses A. All sums directed to be held in trust for KARYNA SHULIAK in accordance with the provisions of this Section 3.1 of this Article III shall be administered as follows: 1. DARREN IC INDYKE and RICHARD D. KAHN shall be the Trustees of the trust administered in accordance with the provisions of this Section 3.1(A) of this Article III. 2. Unless and until such trust terminates as provided in Article III, Section 3.1(A)(5) of this Agreement, the Trustees may, in their discretion, apply at any time and from time to time any part or all of the income of such trust and such sums from any part or all of the principal of such trust to the payment of any and all operating expenses for the properties. 3. For purposes of this Section 3.1(A) of this Article III, "operating expenses" shall include, but not be limited to, all expenses that the Trustees, in their discretion, determine are required or appropriate in order to pay property insurance, real estate taxes, utilities and general maintenance and repairs for the said properties. 4. For the sake of clarity, the Trustees shall not be required to pay from the income or principal of such trust any operating expenses for any property that is not personally used and occupied by KARYNA SHULIAK or that is sold by KARYNA SHULIAK 5. After the death of KARYNA SHULIA1C, no further payments shall be made from the income or principal of such trust other than for operating expenses that accrued prior to the date of such event, and the Trustees shall distribute all remaining principal and income then remaining in such trust pursuant to the provisions of Article II, Section 2.4 of this Agreement. B. All sums directed to be held in trust for in accordance with the provisions of this Section 3.1 of this Article III shall be administered as follows: 1. DARREN K INDYKE and RICHARD D. KAHN shall be the Trustees of the trust administered in accordance with the provisions of this Section 3.1(B) of this Article 2. Unless and until such trust terminates as provided in Section Article III, 3.1(8)(5) of this Agreement, the Trustees may, in their discretion, apply at any time and from time to time any part or all of the income of such trust and such sums from any part or all of the principal of such trust to the payment of any and all operating expenses for any or all of the properties. 15 GJ 00015 EFTA00099317 3. For purposes of this Section 3.1(B) of this Article III, "operating expenses" shall include, but not be limited to, all expenses that the Trustees, in their discretion, determine are required or appropriate in order to pay property insurance, real estate taxes, utilities and general maintenance and repairs for the said properties. 4. For the sake of clarity, the Trustees shall not be required to pay from the income or principal of such trust an o >eratin ea enses for an property that is not personally used and occupied by or that is sold by • 5. After the death of the trust for her benefit under the provisions of this Section 3.1(B) of this Article III shall terminate, no further payments shall be made from the income or principal of such trust other than for operating expenses that accrued prior to the date of such event, and the Trustees shall distribute all remaining principal and income then remaining in such trust pursuant to the provisions of Article II, Section 2.4 of this Agreement. Article IV Trust Administration Section 4.1. - Exercise of Discretionary Powers Except as hereinbefore specifically provided, in connection with the exercise of a discretionary power to distribute income or principal to any person, there shall be no requirement to take into account such person's other income or capital resources, the interest of such person in any other fund or the duty of anyone to support such person, although these factors may be taken into account. Section 4.2. - Discretionary Distributions Any discretionary payment from any trust hereunder shall be charged against such trust as a whole, and shall not be charged against the individual share of any person at any time. Section 4.3. - Allocation of Assets A. For each distribution, partial distribution, allocation, or division of assets into shares or 111.1stS involving a fraction, the Trustees shall apply such fraction to the fair market value of the relevant assets on the date of such distribution, allocation, or division, whichever first occurs. The Trustees shall appropriately adjust such fractions to reflect the effect of any partial distributions, allocations, or divisions, taking into account the fair market value as of the date of distribution, allocation, or division, whichever first occurred, of the assets so distributed, allocated, or divided. B. The Trustees shall value any assets distributed, allocated, or divided to satisfy cm whole or in part) a pecuniary distribution at the fair market value of such assets on the date of such distribution, allocation, or division, whichever first occurs. 16 GJ 00016 EFTA00099318 Section 4.4. - Accounting Allocations A. Except as otherwise specifically provided in this Agreement and except as provided in Paragraph B of this Section 4.4, the Trustees shall allocate receipts and disbursements in accordance with sound trust accounting principles and have discretion to allocate receipts and disbursements when, in the judgment of the Trustees, the treatment is uncertain under applicable laws or generally accepted accounting principles. B. Except as otherwise specifically provided in this Agreement, the Trustees shall not treat any part of the principal amount of the proceeds of sale of any asset of any trust as income distributable to or for the benefit of any beneficiary entitled to distributions of income; provided, however, that the Trustees shall treat a portion of any proceeds of sale of any financial instrument originally issued or acquired at a discount equal to the amount which (1) has previously been characterized as ordinary income for income tax purposes or (2) will be characterized as ordinary income for income tax purposes in the year of such sale, as income for trust accounting purposes. Section 4.5. - Spendthrift Provision During the term of any trust hereunder, no money or other assets (either principal or income) payable or distributable under the provisions of this Agreement shall be pledged, assigned, transferred, given, conveyed, hypothecated, sold, anticipated, charged, or encumbered by any of the Beneficiaries hereunder, nor shall the income and principal of any trust, while in the possession of the Trustees, be liable for any debts, contracts, obligations, or undertakings of such Beneficiaries, voluntary or involuntary, or for any riaitos or judgments against any Beneficiary, including claims for alimony or for the support of any Beneficiary's spouse or children, or for reimbursement of a federal, state or local government, or any agency of any federal, state, or local government, for the support of any Beneficiary hereunder, prior to the time such money or assets are actually paid or distributed to such Beneficiary. Any attempted pledge, assignment, transfer, gift, conveyance, hypothecation, anticipation, charge, or encumbrance of any money or assets (either income or principal) payable or distributable under the provisions of this Agreement by any of the Beneficiaries hereunder prior to the time such money or assets are actually paid or distributed to such Beneficiary shall be null and void and shall not be recognized by the Trustees. This Section 4.5 of this Article V shall not apply to me. Section 4.6. - Limitation on Distributions Notwithstanding any other provision of this Agreement, no discretionary distribution of income or principal of any trust hereunder shall be applied to pay for medical care, residential facilities, or any other care or service that would otherwise be provided for any Beneficiary hereunder by any federal, state, or other governmental agency; and no such discretionary distribution of income or principal shall be made for reimbursement for any such care, facilities or services previously provided. Before making any discretionary payment to or for the benefit of any such Beneficiary hereunder, the Trustees shall consider the amounts such Beneficiary is or may be entitled to receive from any governmental agency for such care, facilities, or services. If such amounts are available, discretionary distributions of income and principal from any trust hereunder shall be made only to supplement such amounts, and to provide liberally for needs and comforts over and above the basic maintenance, support, and medical care that may be paid for by any such agency. 17 GJ 00017 EFTA00099319 Section 4.7. - Division and Combination of Trusts A. For any administrative, tax or other purpose determined by the Trustees to be in the best interests of any Beneficiary (including any remainderman) hereunder, the Trustees may at any time and from time to time (whether before or after funding), without approval of any court, divide any trust under this Agreement into two or more separate trusts or combine two or more mists with substantially identical terms (whether or not such trusts resulted from division of a prior trust). B. If property is directed to be added to any trust hereunder (the "Original Trust"), whether by the terms of this Agreement any other agreement, or the Will of any person, the Trustees may hold such property as one or more separate trusts on terms identical to the terms of the Original Trust The Trustees may allocate such property among the separate trusts (if any) into which the Original Trust was divided, whether or not pro-rata, using specific assets or undivided interests therein (Including allocation of all such property to one of such separate trusts). C. Any time during the existence of separate trusts created by division of a trust hereunder, the Trustees may exercise all discretionary powers differently with respect to the separate trusts and take all other actions consistent with such mists being separate entities. Furthermore, the holder of any power of appointment with respect to such separate mists may exercise such power differently with respect to each such trust. Section 4.8. - Consolidation of Trusts If at any time after my death there is in existence a mist under my Will or any trust agreement created by me having identical beneficiaries and substantially the same terms as any trust under this Agreement, the Trustees may terminate the mist hereunder and transfer the assets thereof to the Trustees of such other mist, to be administered by the Trustees thereof. Different termination dates under the applicable Rule Against Perpetuities shall not be deemed a difference in the terms of such trusts, but the portion of the mist representing the transferred assets shall retain the same termination date as the original trust. Section 4.9. -Termination of Trusts Notwithstanding anything herein, any trust created hereunder for any person shall (unless terminated earlier) terminate upon the day preceding the expiration of the maximum period permitted under the United States Virgin Islands Rule Against Perpetuities, for the vesting of an interest in a mist and upon such date the assets of such trust shall be distributed to such person. Section 4.10, - Equitable Adjustment If any of the Trustees decides to exercise or not exercise any fiduciary power granted by this Agreement or by law (including, without limitation, any election available to any Trustee) and the exercise or nonexercise of such power confers a benefit on one Beneficiary or class of Beneficiaries hereunder and imposes a detriment upon another Beneficiary or class of Beneficiaries hereunder, the Trustees shall not attempt to restore the interests of the Beneficiaries or classes of Beneficiaries to the position otherwise contemplated by this Agreement through adjustment between income and principal or otherwise. 18 GJ 00018 EFTA00099320 Section 4.11. - Lapsed Distribution Except as otherwise specifically provided in this Agreement, a provision for distribution to an individual who is not surviving at the date such individual otherwise becomes eligible for such distribution shall lapse notwithstanding any law to the contrary. Section 4.12. - Notice Any notice required hereunder shall be delivered personally or sent by first class or certified mail addressed to the last known address of the intended recipient. Section 4.13. - Termination of Trust An instrument in writing completely revoking this Agreement shall, without more, upon delivery to any of the Trustees, completely terminate all of the Trustees' right, title, and interest to any life insurance proceeds, death benefits, pension, profit sharing, or other retirement benefits or any other assets otherwise payable to the Trustees. Article V Powers of Trustees Section 5.1. - Exercise of judgment and Powers The Trustees of each trust hereunder have the entire care and custody of all assets of such trust. The Trustees have the power to do everything the Trustees in good faith deem advisable without necessity of any judicial authorization or approval, even though but for this power it would not be authorized or appropriate for fiduciaries under any statutory or other rule of law. The Trustees shall exercise the Trustees' best judgment and discretion for what the Trustees believe to be in the best interests of such trust and the Beneficiaries of such trust. If two Trustees are empowered to participate in a decision to exercise or not exercise any fiduciary power granted by this Agreement or by law, such decision must be made unanimously by the Trustees. If more than two Trustees are empowered as the Trustee to participate in the decision to exercise or not exercise any fiduciary power granted by this Agreement or by law, a majority of such Trustees shall be empowered to make such decision. Section 5.2. - Compensation of the Trustees Each Trustee acting hereunder (without regard to the number of separate trusts for which such Trustee is so actin& shall be entitled to annual compensation for services performed hereunder in the amount of Two Hundred Fifty Thousand Dollars ($250,000) per year, in addition to any bequest to which they may be entitled under this terms of this Agreement. No other compensation shall be payable to the Trustees hereunder, provided, however, that the Trustees shall be reimbursed for all reasonable costs, expenses, charges, and liabilities incurred or paid in connection with acting as Trustee or performing services hereunder, including, but not limited to, fees and expenses of counsel or any other agents hired by the Trustees, and the Trustees shall not be liable therefor individually. The Trustees have discretion to pay such compensation and such reimbursements from trust assets, without obtaining judicial authorization or approval. 19 GJ 00019 EFTA00099321 Section 5.3. - General Investment Powers A. Except as otherwise provided in this Agreement, the Trustees have the power with respect to each and every trust created hereunder 1. To enter upon and take possession of the assets of such trust and collect the income and profits from such assets, and to invest and reinvest such assets in real, personal, or mixed assets (including the common trust funds of a corporate fiduciary) or in undivided interests therein without being limited by any present or future investment laws; 2. To retain all or any part of the assets of such mist (without regard to the proportion that any one asset or class of assets may bear to the whole) in the form in which such assets were received or acquired by the Trustees; 3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of the assets of such trust which the Trustees hold, at any time, for such sums or upon such terms as to payment, security, or otherwise as the Trustees determine, either by public or private transactions; 4. To buy and sell options, warrants, puts, calls or other rights to purchase or sell (collectively called "options') relating to any security or securities, regardless of whether such security or securities are then held by the Trustees, and whether such options are purchased or sold on a national securities exchange, and to exercise with respect to such options all powers which an individual owner thereof could exercise, including, without limitation, the right to allow the same to expire; 5. With respect to oil, natural gas, minerals, and all other natural resources and rights to and interests therein (together with all equipment pertaining thereto) including, without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and gas interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire or otherwise, or alone or jointly with others as partner, joint tenant, or joint venturer in any other noncorporate manner, (a) to make oil, gas and mineral leases or subleases; (b) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of such rights and interests; (d) to surrender or abandon, with or without consideration, any or all of such rights and interests; (e) to make farm-out, pooling, and unitization agreements; (0 to make reservations or impose conditions on the transfer of any such rights or interests; (g) to employ the most advantageous business form in which properly to exploit such rights and interests, whether as corporations, partnerships, limited partnerships, mining partnerships, joint ventures, co- tenancies, or otherwise exploit any and all such rights and interests; (h) to produce, process, sell or exchange all products recovered through the exploitation of such rights and interests, and to enter into contracts and agreements for or in respect of the installation or operation of absorption, reprocessing or other processing plants; (i) to carry any or all such interests in the name or names of a nominee or nominees; G) to delegate, to the extent permitted by law, any or all of the powers set forth herein to the operator of such property; and (k) to employ personnel, rent office space, buy or lease office equipment, 20 GJ 00020 EFTA00099322 contract and pay for geological surveys and studies, procure appraisals, and generally to conduct and engage in any and all activities incident to the foregoing powers, with full power to borrow and pledge in order to finance such activities; together with the power to allocate between principal and income any net proceeds received as consideration, whether as royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals, and all other natural resources; 6. To hold all or any part of the assets of such trust in cash or in bank accounts without the necessity of investing the same; 7. To improve, repair, partition, plat, or subdivide all or any part of the assets of such mist; 8. To litigate, defend, compromise, settle, abandon, or submit to mediation or arbitration on such terms and conditions as the Trustees determine any claims in favor of or against such trust or the assets of such trust; 9. To loan or borrow money in such amounts and upon such terms and conditions as the Trustees determine, assume such obligations or give such guarantees as the Trustees determine, for the purpose of the acquisition, improvement, protection, retention, or preservation of the assets of such trust, or for the benefit of any of the Beneficiaries who are entitled or permitted to receive income from such trust; 10. To create or invest in any entity with all or part of the assets of such trust and to carry on for as long and in such manner as the Trustees determine any business enterprise held or created by the Trustees or in which I owned any interest at my death, either individually or as a partner, joint venturer, stockholder, trust beneficiary, or member; to sell such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve, liquidate or undertake any other extraordinary corporate transaction relating to such business enterprise; 11. To vote in person or by proxy any and all stock or securities and to become a party to any voting trusts, reorganization, consolidation, or other capital or debt readjustment of any corporation, association, partnership, limited liability partnership, limited liability company, or individual with respect to stocks, securities, or debts held by such trust; 12. Except as provided in Sections 5.3(B), (C), and (D) of this Article V, to enter into any good faith transactions with the Trustees individually or with any corporation, partnership, limited liability partnership, limited liability company, or other entity in which any of the Trustees has an ownership interest; 13. To purchase from my estate any stocks, bonds, securities, real or personal property, or other assets, or make loans to my estate even though the same person or persons occupy the office of the Trustee and the office of the Executor of my estate; 14. To lease, mortgage, pledge, grant a security interest in, or otherwise encumber all or any part of the assets of such trust for any term of years whether or not beyond the tenn of such trust (including, without limitation, any such action for the benefit of any of the Beneficiaries of such trust); 21 GJ 00021 EFTA00099323 15. To abandon any property of such trust, real or personal, which the Trustees may deem worthless or not of sufficient value to warrant keeping or protecting; to abstain from the payment of taxes, water rents or assessments and to forego making repairs, maintaining or keeping up any such property; and to permit such property to be lost by tax sale or other proceedings or to convey any such property for a nominal consideration or without consideration so as to prevent the imposition of any liability by reason of the continued ownership thereof; 16. To elect the mode of distribution of the proceeds from any profit-sharing plan, pension plan, employee benefit plan, individual retirement plan, insurance contract, or annuity contract pursuant to the terms of such plan or to change to another custodian of such plan; 17. To conduct any audit, assessment, or investigation with respect to any asset of such mist regarding compliance with any law or regulation having as its object protection of public health, natural resources, or the environment (referred to as "Environmental Laws'); to pay from the assets of such trust to remedy any failure to comply with any Environmental Law (even to the exhaustion of all of the assets of such trust); and, as may be required in the Trustees' judgment by any Environmental Law, to notify any governmental authority of any past, present, or future non-compliance with any Environmental Law; and 18. To refuse to accept any asset distributable to such trust B. No Trustee shall directly or indirectly buy or sell any property for the trust from or to himself, or from or to his relative, employer, employee, partner or other business associate. C. of another trust. No Trustee shall as trustee of one trust sell property to himself as trustee D. No Trustee shall lend mist funds to himself, or to his relative, employer, employee, partner, or other business associate. Section 5.4. - Administrative Powers Except as otherwise provided in this Agreement, the Trustees have the power with respect to each trust A. To employ agents, attorneys-at-law, consultants, investment advisers (to whom the Trustees have discretion to delegate the Trustees' investment authority and responsibility), other trustees and other fiduciaries in the administration of the Trustees' duties, to delegate to such persons, or to one or more of the Trustees, the custody, control, or management of any part of the assets of such trust as the Trustees determine and to pay for such services from the assets of such trust, without obtaining judicial authorization orapprovab 22 GJ 00022 EFTA00099324 B. To delegate, in whole or in part, to any person or persons the authority and power to (1) sign checks, drafts or orders for the payment or withdrawal of hinds, securities and other assets from any bank, brokerage, custody or other account in which funds, securities or other assets of such mist shall be deposited, (2) endorse for sale, transfer or delivery, or sell, transfer or deliver, or purchase or otherwise acquire, any and all property, stocks, stock warrants, stock rights, options, bonds or other securities whatsoever, (3) gain access to any safe deposit box or boxes in which assets of such trust may be located or which may be in the name of any of the Trustees and remove part or all of the contents of any such safe deposit box or boxes and release and surrender the same, and (4) take any other action that the Trustees may have the power to take with respect to such trust and the property thereof; no person or corporation acting in reliance on any such delegation shall be charged with notice of any revocation or change of such delegation unless such person or corporation receives actual notice thereof; C. To pay any property distributable to a Beneficiary under a legal disability or who has not attained the age of 21, without liability to the Trustees, by paying such property (1) to such Beneficiary, (2) for the use of such Beneficiary, (3) to a legal representative of such Beneficiary appointed by a court or if none, to a relative for the use of such Beneficiary, or (4) to a custodian for such Beneficiary designated by the Trustees, to hold until age 21 or such earlier age as shall be the maximum permitted under applicable law; D. To divide such mist into subsidiary accounts if the Trustees determine that such division is necessary to maintain fair and accurate records; E. To permit the Beneficiary of such trust to use, possess, and enjoy real property, tangible personal property, or dub memberships held by such trust, F. To distribute to such trust or any of the Beneficiaries of such trust in kind or in cash, or partly in kind and partly in cash, and to allocate different kinds or disproportionate shares of assets or undivided interests in assets among all of such trusts or all of such Beneficiaries; G. In making the division into one or more trusts hereunder (if such trusts have the same Trustees), to keep the assets of such trusts invested and handled as a single fund without actual division and to designate such trusts on the Trustees' books as owning a designated undivided interest in such fund; H. To have evidence of ownership of any security maintained in the records of a Federal Reserve Bank under the Federal Reserve Book Entry System; to deposit funds in any bank or trust company; to carry in the name of any of the Trustees or the nominee or nominees of the Trustees and with or without designation of fiduciary capacity, or to hold in bearer form, securities or other property requiring or permitting of registration; and to cause any securities to be held by a depository corporation of which a Trustee is a member or by an agent under a safekeeping contract; provided, however, that the books and records of the Trustees shall at all times show that such investments are part of such trust; I. To register or not register such trust with the probate division of the Superior Court of the United States Virgin Islands or otherwise and to make all decisions which 23 GJ 00023 EFTA00099325 relate thereto; J. Except as otherwise specifically provided in this Agreement, to give any Beneficiary of any trust hereunder a general power of appointment exercisable in such Beneficiary's Will over all or part of such trust, subject to any terms and conditions as the Trustees determine, by written notice to such Beneficiary; to eliminate any such power of appointment by written notice to the Beneficiary; and to irrevocably release the power under this paragraph to give a power of appointment or to eliminate a power of appointment, K. To renounce and disclaim, in whole or in part, and in accordance with applicable law, any assets, interests, rights, or powers (including any power of appointment) which are payable to (or exercisable by) such mist or over which the Trustees have any right, tide, interest, or power; and L. To make, execute, and deliver any and all such instruments in writing as shall be necessary or proper to carry out any power, right, duty, or obligation of the Trustees or any disposition whatsoever of such trust or any asset of such trust and to exercise any and all other powers incidental or necessary to catty out or to fulfill the terms, provisions and purposes of such trust. Section 5.5. - Restrictions on Exercise of The Trustee's Powers A. Notwithstanding any provision of this Agreement to the contrary, a Trustee shall not participate in a discretionary decision to exercise or not exercise any fiduciary power to (1) distribute income from or principal of any trust hereunder to himself or herself; or (2) distribute income from or principal of any trust hereunder for the health, support, maintenance or education of a Beneficiary if such Trustee has a legal obligation to provide for the health, support, maintenance or education of such Beneficiary from such Trustee's personal assets. For purposes of this paragraph, a person whose interest in a trust hereunder is limited to a remote contingent interest (for example, a contingent remainderman whose interest depends upon another person failing to survive to a specified age or a person designated to receive assets only in the event a power of appointment is not exercised) shall not be treated as a person who is or may be a Beneficiary of such mist. B. A Trustee of any trust hereunder may by a written notice delivered to the other Trustee (or Trustees) of such trust decline to participate in the decision to exercise or not exercise any fiduciary power granted by this Agreement or bylaw. C. If a Trustee of any trust hereunder is not empowered (because of a conflict of interest, declination to act or otherwise) to participate in the decision to exercise or not exercise any fiduciary power granted by this Agreement or by law, then the remaining Trustee or Trustees of such trust shall be empowered to make such decision. If no Trustee or successor Trustee is empowered to participate in such decision, the Trustees may designate a substitute Trustee to serve as Trustee of such trust who shall be empowered to make such decision but has no other power or authority of the Trustees. Such designation shall be by written notice delivered to such substitute Trustee. 24 GJ 00024 EFTA00099326 Article VI Provisions Concerning Trustees Section 6.1. - Successor Trustees In the event a Trustee of the Trust resigns, is removed, becomes incapacitated or is unwilling or is unable to serve, a successor Trustee shall be appointed to fill the vacancy thereby created, such that the total number of Trustees acting on behalf of the Trust at all times shall be two. BORIS NIKOLIC shall be appointed to fill any such vacancy, and if he is unwilling or unable to serve, BARNABY MARSH shall be appointed to fill any such vacancy. If BARNABY MARSH is unwilling or unable to serve, then ANTHONY BARRETT shall be appointed to fill such vacancy. If ANTHONY BARRETT is unwilling or unable to serve, then KATHY REUMMLER shall be appointed to fill such vacancy. If KATHY REUMMLER is unwilling or unable to serve, then DAVID MITCHELL, shall be appointed to fill such vacancy. If DAVID MITCHELL is unwilling or unable to serve, then STEVE HANSON shall be appointed to fill such vacancy. If STEVE HANSON is unwilling or unable to serve, then EVA DUBIN shall be appointed to fill such vacancy and thereafter the successor Trustee appointed to fill any such vacancy shall be appointed by the Trustees then acting, or, if as a result of said vacancy, only one Trustee is then acting, by the sole remaining Trustee then acting. Section 6.2. - Apnointment of Trustee The appointment of a successor Trustee hereunder shall become effective when such successor Trustee signs an acceptance of the trust. Section 6.3. - Resignation of Trustees Any Trustee may resign at any time, without the approval of any court, by an instrument in writing filed with the trust records. In addition, if there is filed with the trust records a written certification from any attending physician of any individual Trustee of a trust that he or she is no longer able to make decisions with respect to such trust, then from the date of filing of such certification, such individual Trustee shall be deemed to have resigned for all purposes of this Agreement. Section 6.4. - Vacancy in Office If there is a vacancy in the Trustees and no successor Trustee is designated pursuant to Section 7.1 who is willing to act, the legally competent adult Beneficiary (or a majority in beneficial interest of the legally competent adult Beneficiaries if there are multiple Beneficiaries) then entitled or permitted to receive income from such trust shall designate a successor Trustee by an instrument in writing delivered to the designated Trustee. If the legally competent adult Beneficiaries do not designate a successor Trustee within sixty days after receipt of notice of such vacancy or if there is no legally competent adult Beneficiary of such trust, then a successor Trustee shall be named by order of a court of competent jurisdiction. All of the fees and expenses of the Trustees (Including attorneys' fees) attributable to the appointment of a successor Trustee of a trust shall be paid from the assets of such trust. Section 6.5. - Elimination of Bond 25 GJ 00025 EFTA00099327 No bond or other security shall be required Many Trustee hereunder in any jurisdiction. Section 6.6. - Exculpation and Indemnification of the Trustees No one serving as the Trustee of any trust under this Agreement shall be accountable or responsible to any person interested in any trust hereunder for the manner in which the Trustees shall in good faith exercise any discretionary authority or any power of the Trustees. No one serving as the Trustee of any trust under this Agreement shall be liable for any loss or depreciation in value occasioned by reason of any negligence, error or mistake of judgment in entering into any transaction, in making any sale or investment, in continuing to hold any property, or by reason of any action or omission, whether by the Trustees or any other fiduciary, unless such Trustee has acted in bad faith. In the absence of proof by affirmative evidence to the contrary, each Trustee shall be deemed to have acted within the scope of the Trustees' authority, to have exercised reasonable care, diligence, and prudence and to have acted impartially as to all interested persons. A Trustee shall not be liable for the acts or defaults of another Trustee. In the event a legal action is brought against any individual serving as the Trustee of any trust under this Agreement, all legal fees and related expenses inclined in connection with the defense of such legal action shall be paid by such trust without court authorization; provided, however, that (a) no such payment shall (or shall continue to) be made if a court enters an order prohibiting such payment, and (b) such Trustee shall refund to the trust any such payments that previously had been made if a court enters an order directing that such payments be refunded, or if a court concludes that such Trustee acted in bad faith. Section 6.7. - Relief from Virgin Islands Statutory Provisions Pursuant to Section 1212, Tide 15, of the Virgin Islands Code, I hereby relieve the Trustees and any successor Trustees of the requirements imposed by Chapter 59, Title 15 of the Virgin Islands Code, or any similar successor law respecting public filings of inventories and accountings by Trustees. Furthermore, pursuant to Section 1107, Tide 15, of the Virgin Islands Code, I hereby relieve the Trustees and any successor Trustees, to the extent allowable, from any and all duties, restrictions, and liabilities which would otherwise be imposed upon the Trustees by Chapter 57, Title 15, Virgin Islands Code. This Section 7.7 of this Article VII shall not be deemed a waiver of any and all other rights, powers, or restrictions otherwise granted to the Trustees in this Agreement. Article VII Miscellaneous Provisions Section 7.1. - Representation of Person Under a Disability To the extent allowed by law, where a party to any proceeding with respect to any trust hereunder has the same interest as a person under a disability, legal process shall not be required on the person under a disability. Section 7.2. Simultaneous Deaths If a Beneficiary under this Agreement and I die simultaneously or under such circumstances that it is difficult to determine who died first, then for all purposes of this Agreement such Beneficiary shall be deemed to have predeceased me. 26 GJ 00026 EFTA00099328 Section 7.3. - Law Governing This Agreement and each trust created by it shall in all respects and for all purposes be governed and regulated by the laws of the Territory of the United States Virgin Islands, as they now exist and may from time to time be enacted, amended, or repealed. All questions regarding the validity, construction and administration of this Agreement, or any of its provisions, and of any trust created by it shall be determined solely by the laws of that Tenitory. The courts of the State of Delaware and the U.S. Virgin Islands shall have primary supervision over the administration of each trust created by this Agreement. It is intended that each such trust shall be a U.S. domestic trust as defined in Tide 26 section 7701(2)(30) of the Code by virtue of meeting the court and control test As provided in Treas. Reg. section 301.7701-7(c)(4)(D), if both a United States court and a foreign court are able to exercise primary supervision over the administration of the trust, the trust meets the court test. Notwithstanding anything to the contrary in this Agreement, the Trustees of each trust created under this Agreement have discretion at any time or times following my death to transfer the sites of such trust to such other country, or such other jurisdiction as the Trustees determine, without obtaining judicial authorization or approval (unless such judicial authorization or approval is required by applicable law) and without the filing of any bond. The Trustees' determination to transfer the sinus of any mist under this Agreement shall be evidenced by an instrument in writing signed, witnessed and acknowledged by the Trustees in the same manner as would be required for a deed. The Trustees arc authorized to take whatever actions arc necessary to effect such a transfer of sinus. If judicial authorization or approval is required to effect such a transfer of sinus, I intend and desire that the appropriate court accept the determination of the Trustees concerning the transfer of the sinus of such trust even if one or more Beneficiaries disagree with such determination. From and after the Trustees' transfer of the sims of a trust pursuant to this Section 7.3 of this Article VII the administration of such trust shall be governed by the law of the new sims of such trust Section 7.4. - Definition of Terms Except as otherwise specifically provided herein, as used in this Agreement, A. The term "Trustee" means all persons or entities who occupy the office of Trustee of any trust hereunder while such persons or entities occupy such office, whether one or more persons or entities occupy the office of Trustee at the same time or times, and includes any successor Trustee or Trustees. The term "Executor" of a person's estate means all persons or entities who occupy the office of personal representative, administrator, executor, or ancillary administrator while such persons or entities occupy such office, whether one or more persons or entities occupy such office at the same time or times, and includes any successor or successors to that office. A reference to a person's Will means such person's Last Will and Testament and any Codicil or Codicils thereto. B. A reference to any tax also includes any interest or penalties thereon. The term "my Gross Estate" means my gross estate as finally determined for purposes of computing my federal estate tax. C. Whenever the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. 27 GJ 00027 EFTA00099329 Section 7.5. - No Contest If any Beneficiary under this Agreement shall in any way directly or indirectly (a) contest or object to the probate of my Will or to the validity of any disposition or provision of my Will or of this Agreement or (b) institute or prosecute, or be in any way directly or indirectly instrumental in the institution or prosecution of, any action, proceeding, contest, objection or claim for the purpose of setting aside or invalidating my Will or this Agreement or any disposition therein or herein or provision thereof or hereof, then I direct that (aa) any and all provisions in this Agreement for such Beneficiary and his issue in any degree shall be null and void and (bb) my estate whether passing under my Will or this Agreement or pursuant to the laws of intestacy shall be disposed of as if such Beneficiary and his issue in any degree had all failed to survive me. Section 7.6. -Trustee Notice The Trustees may have duties and responsibilities in addition to those described in this Agreement. If the Trustees have questions, the Trustees should obtain legal advice. CONCLUSION Whereas I have duly executed this Agreement on the date set opposite my signature. Jeffrec E. ein Witnesses: ell buallogn -7;44.1 STATE OF NEW YORK COUNTY OF NEW YORK residing at residing at )ss: August 8, 2019 Subscribed and sworn to before me by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me-se whe-has-predneerl----as-idcatifiestiorc and byr4a1ve— ca-al , a witness who is personally known to me ce-wherhas-produced as identification, and Coo uniccus.teht_.i a witness who is personally known to me or .1“, as identification, on August 8, 2019. Sworn to before me this 8th day of August, 2019. qadevvt. Notary Public MARIAN* A. MELENDSZ NoNey Punk, State of Nov Yea No. COM:86371741 Quelefied to New *York County Coonruanco Lewes Meat Sea 20 a 28 GJ 00028 EFTA00099330 \kJ Darren K. Indyke Trustee STATE OF FLORIDA )ss: COUNTY OF PALM ) BEACH August 1$, 2019 residing at residing at The foregoing instrument was subscribed and sworn to before me this 15Lth day of August, 2019, by DARRF.N K. INDYKE, a Trustee, who is personally known to me or who has produced as identification. Sworn to before me this day of August, 2019. Notary Public 29 GJ 00029 EFTA00099331 Richard D. Kahn, Trustee STATE OF NEW YORK ) )ss: COUNTY OF -NEW-) x URK Qate ti t nA ft• The foregoing instrument was subscribed and sworn to before me this ow day of August, 2019, by AICHARD KAHN, a Trustee, who is personally known to me or who has produced as identification. August)'° ,2019 residing at residing at Sworn to before me this clo day of August, 2019. Nota ublic ANDRES ,1 MUNOZ Notary Public - State of New York NO. 01MU6349473 Oualif NO In Owens County My Commission Expires Oct 17. 2020 30 GJ 00030 EFTA00099332 STATE OF NEW YORK COUNTY OF NEW YORK GRANTOR'S AFFIDAVIT , We, Jeffrey E. Epstein tAA.Ile_1 Cok6v, t-tvr O and Stilnore -i Ter 11 the Grantor and the witnesses respectively, whose names are signed to the attached instrument in those capacities, personally appearing before the undersigned authority and first being duly sworn, do hereby declare to the undersigned authority under penalty of perjury that the Grantor declared, signed, and executed the instrument as his trust agreement including the handwritten changes made on pages s e, 12- 4 13 • he signed it willingly; he executed it as his free and voluntary act for the purposes therein expressed; and each of the witnesses, at the request of the Grantor, in his or her hearing and presence, and in the presence of each other, signed the Trust Agreement as witness and that to the best of his or her knowledge, the Grantor was at that time eighteen (18) years of age or older, of sound mind and under no constraint or undue influence. resiidin¢ at residing at )ss: Subscribed and sworn to before me by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or who has produced as identification, and by a witness who is personally known to me or who has produced as identification, and a witness who is personally known to me or who has produced as identification, on August 8, 2019. Sworn to before me this 8th day of August, 201. 44441U 'Afted-,b— Notary Public MARIANAA MEM0& N—., Pa Sts. cOin Yak NAMMUMM41 Cmileml Ns/ Yak Comm Canaria Ilapire IONE MA 20 ata 31 GJ 00031 EFTA00099333 SCHEDULE A Description of Trust Property $100.00 32 G.1_00032 EFTA00099334