EFTA00128921.pdf

AMENDED AND RESTATED JEFFREY E. EPSTEIN 2019 TRUST THIS AMENDED AND RESTATED TRUST AGREEMENT dated February 4, 2019 ("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor (the "Grantor"), and DARREN K. INDYKE 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; NOW THEREFORE, the Grantor has chosen 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 part hereof, to be administered and disposed of as provided in this Agreement, with any additions, changes, or amendments to this Agreement. The Trust shall continue to be known as the "The Jeffrey E. Epstein 2019 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. 1 DVI_GJ_000067 EFTA00128921 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 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 terms 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 II Alter 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 and state 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. — Specific 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 Estate. 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)(17), (40), (42), and (45) of this Agreement, and the bequests in Article II, Sections 2 DVI_GJ_000068 EFTA00128922 2.3(A)(41) and (43) of this Agreement, then next to comply with the provisions of Article II, Sections 2.3(A)(7), (23), (33), (34), (35), (36), (37), and (38) of this Agreement, and 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 beneficiaries of all such remaining bequests in Article II, Section 2.3(A) of this Agreement shall share on a proportionate basis in the remaining estate assets available for distribution. The determination of the Trustees as to the amounts distributable herein shall be binding on all parties. Section 2.3. - Bequests A. I make the following bequests: 1. to if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Four Million Dollars ($4,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 2. to (AffUA if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Ten Million Dollars ($10,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 3. to if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Ten Million Dollars ($10,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 4. to KARYNA SHULIAK, if she survives to a date one year from the date of my death, One Hundred Million Dollars ($100,000,000). 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 Twenty Million Dollars ($20,000,000), which annuity shall be payable monthly for the life of KARYNA SHULIAK with a lump sum in the amount of the then remaining principal balance payable upon her death to her parents, if they survive KARYNA SHULIAK, and if her parents do not survive KARYNA SHULIAK, said lump sum shall be payable to the estate of KARYNA SHULIAK upon her death. 5. to if she survives me, an annuity to be purchased by the Trustees for the benefit o rom a reputable financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 3 DVI_GJ_000069 EFTA00128923 6. to DARREN KEITH INDYKE, if he survives me, Twenty Million Dollars ($20,000,000). 7. 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 FT 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. 8. to if she survives me an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Two Million Dollars $2,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 9. to if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Four Million Dollars ($4,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 10. to if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 11. to if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 4 DVI_GJ_000070 EFTA00128924 ($2,000,000). 12. to I if she survives me, an annuity to be purchased by the Trustees for the benefit of from a reputable financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 13. to ANN RODRIQUEZ, if she survives me, an annuity to be purchased by the Trustees for the benefit of ANN RODRIQUEZ from a reputable financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of ANN RODRIQUEZ with a lump sum in the amount of the then remaining principal balance payable to the estate of ANN RODRIQUEZ upon her death. 14. to LESLEY KATHERINE GROFF, if she survives me, Two Million Dollars ($2,000,000). 15. to LAWRENCE PAUL VISOSKI, JR., if he survives me, Two Million Dollars ($2,000,000). 16. to LUCIANO A. FONTANILLA, JR., if he survives me, One Million Dollars ($1,000,000). 17. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns, whether or not LUCIANO A. FONTANILLA, JR. surivives 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, fixtures, permits and other rights, which Membership Interests are 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. 18. to RICHARD DAVID KAHN, if he survives me, Twenty Million Dollars ($20,000,000). 19. to VALDSON VIERA CONTRIN, if he survives me, Two Million Dollars 20. to CARLUZ N. TOYLO, if he survives me, Five Hundred Thousand Dollars 21. to ARLINE M. TOYLO, if she survives me, Five Hundred Thousand Dollars ($500,000.00). ($500,000.00). 22. to , if she survives me, Two Hundred Fifty 5 DVI_GJ_000071 EFTA00128925 Thousand Dollars ($250,000). 23. whether or not survives me, to , or her heirs, successors or assigns, an amount equal to the total outstanding debt, includin , without limitation, all principal 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 princi al 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 re a all such outstanding 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. 24. to MERWIN DELA CRUZ, if he survives me, Five Hundred Thousand Dollars ($500,000). 25. to BELLA KLEIN, if she survives me, Five Hundred Thousand Dollars ($500,000). ($2,000,000). ($2,000,000). ($2,000,000). ($2,000,000). ($2,000,000). ($500,000.00). 26. to DAVID ROGERS, if he survives me, One Million Dollars ($1,000,000). 27. to , if she survives me, Two Million Dollars 28. to if she survives me, Two Million Dollars 29. to EDWARD ROED LARSEN, if he survives me, Two Million Dollars 30. to EMMA ROED LARSEN, if she survives me, Two Million Dollars 31. to MARTIN NOWACK, if he survives me, Two Million Dollars 32. to LEO LOKING, if he survives me, Five Hundred Thousand Dollars 33. I forgive any loans which I made to the following individuals or entities: a) LUCIANO A. FONTANILLA, JR. b) 6 DVI_GJ_000072 EFTA00128926 c) (A/K/A d) (A/K/A A/K/A e) LESLEY KATHERINE GROFF f) 8) h) i) k) 1) m) n) PAUL CRASSNER o) DAVID MITCHELL q) MARK LLOYD r) s) t) u) v) w) x) y) z) DVI_GJ_000073 7 EFTA00128927 aa) bb) cc) dd) NLR VENTURES, LLC ee) SLK DESIGNS, LLC ff) JSC INTERIORS, LLC 34 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, LLC, a U.S. Virgin Islands limited liability company, 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, 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. 35 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 fmancial 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 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 DVI_GJ_000074 8 EFTA00128928 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. 36 Upon my death, the Trustees are directed to distribute to PAUL BARRETT, 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 PAUL BARRETT, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by him immediately prior to my death, including, without limitation, Osborne Lane Capital, LLC, a New York limited liability company, or its successor entities. Said funds shall be distributed to PAUL BARRETT, 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 PAUL BARRETT, or his heirs, successors or assigns, and as then having been repaid by PAUL BARRETT, 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 PAUL BARRETT, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by him immediately prior to my death, including, but not limited to, Osborne Lane Capital, LLC, or its successor entities. 37 Upon my death, the Trustees are 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 9 DVI_GJ_000075 EFTA00128929 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. 38 Upon m death the Trustees are directed to distribute to each of LESLEY KATHERINE GROFF, , 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, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, and FT Real Estate, Inc., a U.S. Virgin Islands co oration. Said funds shall be distributed to each of LESLEY KATHERINE GROFF, , 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 obligations and liabilities as havin been distributed by the Trust to each of LESLEY KATHERINE GROFF, BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assi ns and as then having been repaid by each of LESLEY KATHERINE GROFF, , 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. 39 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(AX33) 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)(33) 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, 10 DVI_GJ_000076 EFTA00128930 Sections 2.3(AX7), (23), (33), (34), (35), (36), (37) and (38) 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. 40 I give to if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, 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 , if she survives me, in the same trust as the New Mexico Property, all Household Goods (as defined in Section 2.3(A)(46) of this Article II) associated with the use recreational use maintenance or repair of the New Mexico Property. In addition, I give to , if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, 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 title to the same. Such interest is hereinafter referred to as the "LSJ Property". In addition, I give to , if she survives me, in the same trust as the LSJ Property, all Household Goods associated with the use recreational use, maintenance or repair of the LSJ Property. In addition, I give to , if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, 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 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 , if she survives me, in the same trust as the GSJ Property, all Household Goods associated with the use, recreational use, maintenance or repair of the GSJ Property. 41 I give to if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.2 of this Agreement, the sum of Ten Million Dollars ($10,000,000) to pay for the operating expenses of the New Mexico Property, the LSJ Property and the GSJ Property. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 42 I give to KARYNA SHULIAK, if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, all of my interest in all apartments, improvements, fixtures, permits and other rights of and pertaining to the 11 DVI_GJ_000077 EFTA00128931 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, in the same trust as the Paris Property, all Household Goods associated with the use, recreational use, maintenance or repair of the Paris Property. In addition, I give to KARYNA SHULIAK, if she survives me, in a separate trust, the provisions of which are set forth in Article HI, Section 3.1 of this Agreement, 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 title to the same. Such interest is hereinafter referred to as the "Florida Property". In addition, I give to KARYNA SHUI1A1C, if she survives me, in the same trust as the Florida Property, all Household Goods associated with the use, recreational use, maintenance or re air of the Florida Property. If KARYNA SHULIAK does not survive me, I give to , if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, all of my interest in the Paris Property, all of my interest in the Florida Property and all Household Goods associated with the use, recreational use, maintenance or repair of the Paris Property and the Florida Property, respectively. 43 I give to KARYNA SHULIAK, if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.2 of this Agreement, the sum of Ten Million Dollars ($10,000,000) to pay for the operating expenses of the Paris Pro and the Florida Property. If KARYNA SHULIAK does not survive me, I give to , if she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.2 of this Agreement, the sum of Ten Million Dollars ($10,000,000) to pay for the operating expenses of the Paris Property and the Florida Property. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. 44 If and at such rime 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 right to the use and enjoyment by KARYNA SHULIAK of the outright distribution which pursuant to the provisions of Section 2.3(A)(4) of this Article H is to be made directly to KARYNA SHULIAK, 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. With respect to any such distribution placed in trust pursuant to the provisions of this Section 2.3(A)(44) of this Article II, said trust shall be administered in accordance with the provisions of Article III, Section 3.4 of this Agreement. 45 I give to EVA ANDERSSON DUBIN, if she 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 9 E. 71" Street, New York, New York. My interest consists of 10,000 shares of common stock of Maple, Inc., a United States Virgin Islands DVI_GJ_000078 12 EFTA00128932 corporation, which holds legal title to the same. Such interest is hereinafter referred to as the "New York Property". In addition, I give to EVA ANDERSSON DUBIN, all Household Goods associated with the use, recreational use, maintenance or repair of the New York Property. 46 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 effects 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 deemed to be within the definition of Household Goods or Personal Possessions under this Agreement. 47 I give to KARYNA SHULIAK, if she survives me, all of my 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, and my diamond ring, set with a rectangular-cut diamond, weighing approximately 32.73 carats, flanked by baguette-cut diamonds mounted in platinum, 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 said loose diamonds and the said diamond ring shall be disposed of as provided in Section 2.4 of this Article IL 13 DVI_GJ_000079 EFTA00128933 48 All of my remaining Personal Possessions, which for the sake of clarify excludes all Household Goods associated with the use, recreational use, maintenance or repair of any of the New Mexico Property, the Florida Prope the GSJ Pro a the LSJ Property, the Paris Property or the New York Property, I give to and KARYNA SHULIAK, if they survive me, to divide amon themselves as they shall jointly determine. If either KARYNA SHULIAK or does not survive me, then I give all of the said Personal Possessions to the one of KARYNA SHULIAK and who survives me. If neither KARYNA SHULIAK nor survives me, then all of the said Personal Possessions shall be disposed of as provided in Section 2.4(C) of this Article II. 49 The trustees shall retain the sum of Two Million Dollars ($2,000,000) 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 Two Million Dollars ($2,000,000) 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 Two Million Dollars ($2,000,000) 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. Section 2.4. - Balance of Trust Estate The balance 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 as follows: A. One Hundred percent (100%) thereof to , if she survives me, in separate trust, the provisions of which are set forth in Article III, Section 3.3 of this Agreement. B. If does not survive me, one hundred percent thereof to , if she survives me. C. If does not survive me, one hundred percent (100%) of the balance of the trust estate shall be transferred to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement, which Schedule B may be amended by me at any time and from time to time during my lifetime. Section 2.5. - Condition Applicable 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 DVI_GJ_000080 14 EFTA00128934 that was owned directly or indirectly by me during my lifetime or HBRK 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, 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 causing 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)(7), (17), (23), (33), (34), (35), (36), (37), (38) and (39) of this Agreement. Section 2.6. -Trust Property that Is Real Property 15 DVI_GLOODD81 EFTA00128935 Except for property held in trust for KARYNA SHULIAK or in accordance with the provisions of Article III, Section 3.1 of this Agreement, any trust property that is real property, 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. Article III Trust Provisioni Section 3.1. - Residence Trust Any property directed to be held in trust for a Beneficiary in accordance with the provisions of this Section 3.1 of this Article III shall be administered as follows: A. DARREN K. INDYICE and RICHARD D. KAHN shall be the Trustees of the trust administered in accordance with the provisions of this Section 3.1 of this Article III. B. The Beneficiary shall have the right to personally use and occupy the real property held by the trust and to personally use the Household Goods associated with the said real property for her lifetime. The Beneficiary may not sell, assign, transfer, lease, encumber or otherwise dispose of all or any of such rights, and the Trustees may take any and all action in their sole discretion as they deem appropriate to ensure that no such sale, assignment, transfer, lease, encumbrance or other disposition shall occur. C. The Trustees, in the Trustees' sole discretion, may pay any part or all of the income, and if income is insufficient, the principal of the trust (1) to pay the operating expenses of the property held by the trust and (2) for any other purpose the Trustees consider advisable. Any income not so paid shall annually be added to the principal of the trust. D. Upon the death of KARYNA SHULIAK, the Trustees shall distribute the ro err held in trust for KARYNA SHULIAK pursuant to the provisions of this Section 3.1 to , if she survives KARYNA SHULIAK, in a separate trust, to be administered in accordance with the provisions of this Section 3.1 of this Article III. E. U on the death of , and, in the event that does not survive KARYNA SHULIAK, upon the death of KARYNA SHULIAK, the Trustees shall use their best efforts to sell any and all property that is real property, including, but not limited to, improvements, fixtures, permits and other rights of and pertaining to such real property, held in trust, directly or indirectly through ownership of shares of capital stock of a corporation or membership interests in a limited liability company, for the 16 DVI_GJ_000082 EFTA00128936 benefit of said decedent pursuant to the provisions of this Section 3.1 of this Article III, and all Household Goods associated with said real property, within two (2) years following said decedent's death, and only in extraordinary circumstances should the property not be sold within two (2) years following said decedent's death. F. Promptly following the sale of said real property and Household Goods as provided in Article III, Section 3.1(E) of this Agreement, the Trustees shall distribute the proceeds of such sale to EVA ANDERSSON DUBIN, if she is then surviving. If EVA ANDERSSON DUBIN is not then surviving, then the Trustees shall distribute the remaining principal and income to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement, which Schedule B may be amended by me at any time and from time to time during my lifetime. G. Neither KARYNA SHULIAK nor may sell, assign, transfer, lease, encumber or otherwise dispose of all or any part of her interests as a beneficiary of any trust created pursuant to this Agreement, and the Trustees may take any and all action in their sole discretion as they deem appropriate to ensure that no such sale, assignment, transfer, encumbrance or other disposition shall occur. Section 3.2. — Trust for Operating Expenses of the Real Properties A. All sums directed to be held in trust for KARYNA SHULIAK in accordance with the provisions of this Section 3.2 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 3.2(A) of this Article III. 2. Unless and until such trust terminates as provided in Article III, Section 3.2(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 either or both of the Paris Property and the Florida Property. 3. For purposes of this Section 3.2(A) of this Article ILL "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, although held in trust for the benefit of KARYNA SHULIAK in accordance with the provisions of Article III, Section 3.1 of this Agreement, is not personally used DVI_GJ_000083 17 EFTA00128937 and occupied by KARYNA SHULIAK. 5. Promptly following the sale of the property held in trust in accordance with the provisions of Article III, Section 3.1 of this Agreement after the death of KARYNA SHULIAK, the trust for her benefit under the provisions of this Section 3.2(A) 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 principal and income then remaining in such trust pursuant to the provisions of Article III, Section 3.2(A)(6) of this Agreement. 6. Upon the termination of the trust as provided in Article III, Section 3.2(A)(5) of this Agreement, the Trustees shall distribute 100% the remaining principal and income of such trust to , if she is then surviving, in a separate trust administered in accordance with the provisions of Article III, Section 3.2(B) of this Agreement to be used to pay for the o ratio ex nses of the Paris Property and the Florida Property. If is not then surviving, then the Trustees shall distribute 100% the remaining principal and income of such trust to , if she is then surviving. If is not then surviving, then the Trustees shall distribute 100% of the remaining principal and income of such trust to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement, which Schedule B may be amended by me at any time and from time to time during my lifetime. B. All sums directed to be held in trust for in accordance with the provisions of this Section 3.2 of this Article HI 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 3.2(B) of this Article III. 2. With respect to the trust, if any, created for the benefit of pursuant to the provisions of Article II, Section 2.3(A)(41) of this Agreement, unless and until such trust terminates as provided in Section Article III, 3.2(B)(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 New Mexico Property, the LSJ Property and the GSJ Pro e . With respect to the trust, if any, created for the benefit of pursuant to the provisions of Article II, Section 2.3(AX43) of this Agreement, unless and until such trust terminates as provided in Article III, Section 3.2(B)(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 Paris DVI_GJ_000084 18 EFTA00128938 Property and the Florida Property. In the event of the death of KARYNA SHULIAK and the transfer ursuant to Article III, Section 3.2(A)(6) of this Agreement, to , in trust, of all principal and income of the trust held for the benefit of KARYNA SHULIAK in accordance with the provisions of Article III, Section 3.2(A) of this Agreement, unless and until such trust terminates as provided in Article III, Section 3.2(B)(5) of this Agreement, the Trustees may, in their discretion, apply at any time and from time to time any part or all of such income of such trust so transferred and such sums from any part or all of such principal of such trust so transferred to the payment of any and all operating expenses for either or both of the Paris Property and the Florida Property. 3. For purposes of this Section 3.2(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 any o eratin ex enses for an property that, although held in trust for the benefit of in accordance with the provisions of Article III Section 3.1 of this Agreement, is not personally used and occupied by 5. Promptly following the sale of the property held in trust in accordance with the rovisions of Article III, Section 3.1 of this Agreement after the death of , the trust for her benefit under the provisions of this Section 3.2(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 principal and income then remaining in such trust pursuant to the provisions of Article III, Section 3.2(B)(6) of this Agreement. 6. Upon the termination of the trust as provided in Article III, Section 3.2(B)(5) of this Agreement, the Trustees shall distribute 100% the remaining principal and income of such trust to , if she is then surviving. If is not then surviving, then the Trustees shall distribute 100% of the remaining principal and income of such trust to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement, which Schedule B may be amended by me at any time and from time to time during my lifetime. Section 3.3. - Residuary Trust Any property directed to be held in trust for in accordance DVI_GJ_000085 19 EFTA00128939 with the provisions of this Section 3.3 of this Article III shall be administered as follows: A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees of the trust administered in accordance with the provisions of this Section 3.3 of this Article III. B. The Trustees may pay any part or all of the income and such sums from any part or all of the principal of the trust as the Trustees, in the Trustees' discretion, from time to time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on behalf of . Any income not so paid shall annually be added to the principal of the trust. C. Upon the death of the the Trustees shall distribute the remainin rinci al and income of the trust to , if she then survives If does not survive the , then the Trustees shall distribute the remaining principal and income of the trust to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement, which Schedule B may be amended by me at any time and from time to time during my lifetime. Section 3.4. — Trust for the Benefit of KARYNA SHULIAK Any property directed to be held in trust for KARYNA SHULIAK in accordance with the provisions of this Section 3.4 of this Article III shall be administered as follows: A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees of the trust administered in accordance with the provisions of this Section 3.4 of this Article III. B. The Trustees may pay any part or all of the income and such sums from any part or all of the principal of the trust as the Trustees, in the Trustees' discretion, from time to time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on behalf of KARYNA SHULIAK. Any income not so paid shall annually be added to the principal of the trust. C. Upon the death of the KARYNA SHULIAK the Trustees shall distribute the remaining principal and income of the trust to , if she survives, KARYNA SHULIAK. If does not survive KARYNA SHULIAK then the Trustees shall distribute the remaining principal and income of the trust to if she survives KARYNA SHULIAK. If does not survive KARYNA SHULIAK, then the Trustees shall distribute the remaining principal and income of the trust to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement, which Schedule B may be amended by me at any time and from time to time during my lifetime. Article IV Trust Terminating If at any time the Trustees determine that it is uneconomic to continue any trust with respect to which the Trustees are acting hereunder, the Trustees may terminate such trust and 20 DVI_GJ_0000&6 EFTA00128940 distribute the trust assets, in such amounts and proportions as the Trustees may determine, to the person or persons to whom income may be distributed, other than the Trustees, members of the respective families of the Trustees, the respective estates of the Trustees, the respective creditors of the Trustees or the creditors of the respective estates of the Trustees. Article V Trust Administration Section 5.1. - 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 5.2. - 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 5.3. - Allocation of Assets A. For each distribution, partial distribution, allocation, or division of assets into shares or trusts 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 (in 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. Section 5.4. - Accounting Allocations A. Except as otherwise specifically provided in this Agreement and except as provided in Paragraph B of this Section 5.4, 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 21 DVI_GJ_000087 EFTA00128941 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 5.5. - 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 claims 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 5.5 of this Article V shall not apply to me. Section 5.6. - 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. Section 5.7. - 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 trusts with substantially identical terms (whether or not such trusts resulted from division of a prior trust). 13. If property is directed to be added to any trust hereunder (the "Original 22 DVI_GJ_000088 EFTA00128942 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 trusts being separate entities. Furthermore, the holder of any power of appointment with respect to such separate trusts may exercise such power differently with respect to each such trust. Section 5.8. - Consolidation of Trusts If at any time after my death there is in existence a trust 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 trust hereunder and transfer the assets thereof to the Trustees of such other trust, 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 trust representing the transferred assets shall retain the same termination date as the original trust. Section 5.9. -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 trust and upon such date the assets of such trust shall be distributed to such person. Section 5.10. — 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. Section 5.11. - 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 5.12. - Notice 23 DVI_GJ_000089 EFTA00128943 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 5.13. - 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 VI Powers of Trustees Section 6.1. - 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 6.2. - Compensation of the Trustees Each Trustee acting hereunder (without regard to the number of separate trusts for which such Trustee is so acting) 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. Section 6.3. - 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: I. To enter upon and take possession of the assets of such trust and collect DVI_GJ_000090 24 EFTA00128944 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 trust (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; (f) 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 contacts 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, 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; DVI_GJ_000091 25 EFTA00128945 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 trust; 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 6.3(B), (C), and (D) of this Article VI, 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 term of such trust (including, without limitation, any such action for the benefit of any of the Beneficiaries of such trust); 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 26 DVI_GJ_000092 EFTA00128946 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 trust 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. No Trustee shall as trustee of one trust sell property to himself as trustee of another trust. D. No Trustee shall lend trust funds to himself, or to his relative, employer, employee, partner, or other business associate. Section 6.4. - 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 or approval; B. To delegate, in whole or in part, to any person or persons the authority and power to (I) sign checks, drafts or orders for the payment or withdrawal of funds, securities and other assets from any bank, brokerage, custody or other account in which funds, securities or other assets of such trust 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 27 DVI_GJ_000093 EFTA00128947 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 trust 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 club 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 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 DVI_GJ_000094 28 EFTA00128948 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 arc payable to (or exercisable by) such trust or over which the Trustees have any right, title, 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 carry out or to fulfill the terms, provisions and purposes of such trust. Section 6.5. - 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 trust. 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. Article VII Provisions Concerning Trustees Section 7.1. - Successor Trustees A. In the event a Trustee of any trust created for the benefit of pursuant to the provisions of Article II, Section 2.3(A) or Section 2.4 of this DVI_GJ_000095 29 EFTA00128949 Agreement and administered in accordance with the provisions of Article III, Section 3.1, 3.2 or 3.3 of this Agreement, or any successor Trustee thereof, 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 such trust at all times shall be two. shall first be appointed to fill any such vacancy, and thereafter said successor Trustee may be appointed at any time 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. B. Except as specifically provided in Article VII, Section 7.1(A) of this Agreement, 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. KATHERYN RUEMMLER shall first be a ointed to fill any such vacancy, and if she is unwilling or unable to serve, shall be appointed to fill any 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 7.2. - Appointment of Trustee The appointment of a successor Trustee hereunder shall become effective when such successor Trustee signs an acceptance of the trust. Section 7.3. - 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 7.4. - 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 7.5. - Elimination of Bond 30 DVI_GJ_000096 EFTA00128950 No bond or other security shall be required of any Trustee hereunder in any jurisdiction. Section 7.6. - 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 incurred 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 7.7. - Relief from Virein Islands Statutory Provisions Pursuant to Section 1212, Title 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, Title 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 VIII Miscellaneous Provisions Section 8.1. - 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 8.2. - 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 31 DVI_GJ_000097 EFTA00128951 Agreement such Beneficiary shall be deemed to have predeceased me. Section 8.3. - 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 Territory. 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 Title 26 section 7701(a)(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 situs 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 situs of any trust 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 are authorized to take whatever actions are necessary to effect such a transfer of situs. If judicial authorization or approval is required to effect such a transfer of situs, I intend and desire that the appropriate court accept the determination of the Trustees concerning the transfer of the situs of such trust even if one or more Beneficiaries disagree with such determination. From and after the Trustees' transfer of the situs of a trust pursuant to this Section 8.3 of this Article VIII, the administration of such trust shall be governed by the law of the new situs of such trust. Section 8.4. - 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 DVI_GJ_000098 32 EFTA00128952 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. Section 8.5. - 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 8.6. -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 I have duly executed this Agreement on the date set opposite my signature. T tee (at , .0 444 Richard D. Kahn, Trustee Date Z l Fi i (CA Date l9 Date 024514 33 DVI_GJ_000099 EFTA00128953 STATE OF FLORIDA ) ss: COUNTY OF PALM BEACH The foregoing instrument was subscribed and sworn to before me this 5th day of February, 2019 by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or who has produced as identification. Sworn to before me this 5th day of February, 2019. OA/War— , cg3 RA)lite . Notary Public STATE OF FLORIDA )ss: COUNTY OF PALM BEACH ) AMANDA DEVINE Notary Peak State of Florida al Commission GG 268365 m My Comm. Expires Oct 16.2022 Bonded through National Notary Assn. - - - - - - The foregoing instrument was subscribed and sworn to before me this 5th day of February, 2019, by DARREN K. INDYKE, a Trustee, who is personally known to me or who has produced as identification. Sworn to before me this 5th day of February, 2019. gthA Nne. Notary Public rim AMANDA DEVINE v. : Notary Pitilic • State of Florida Vttgit, Commnslon GC 268365 \:! ay. n„7:- My Comm. Expires Oct 16, 2022 Bonded through National Notary Assn. STATE OF NEW YORK ) )ss: COUNTY OF NEW YORK ) The foregoing instrument was subscribed and sworn to before me this iSn; day of February, 2019, by RICHARD D. KAHN, a Trustee, who is personally known to me or who has produced as identification. Sworn to before me this 15 "n4 day of February, 2019. I e K Notary Pfiblic LESLEY K. GROFF NOTARY PUBLIC-STATE OF NEW YORK No. 01GR6285700 Qualified in New York County My Commission Expires 07.08-2021 34 DVI_GJ_000100 EFTA00128954 SCHEDULE A Description of Trust Property 5100.00 35 DVI_G-1_000101 EFTA00128955 SCHEDULE B ADDITIONAL DISTRIBUTIONS Any and all distributions to be made pursuant to the provisions of this Agreement to the persons listed on Schedule B to this Agreement in accordance with directions provided in Schedule B to this Agreement shall be made to each the persons listed below in the percentage set forth opposite such person's name below, but only if such person shall be then surviving at the time of the event which gives rise to such distribution. In the event that any of the persons listed below shall not be then surviving, such distribution shall be made to those of the persons listed below who shall then be surviving, pro rata in accordance with their relative distribution percentages provided below: KARYNA SHULIAK 50% 10% 10% LISA KAHN 5% MAX G. KAHN 5% LYLA B. KAHN 5% MICHELLE F. SAIPHER 5% SAMANTHA M. INDYKE 5% HANNAH E. INDYKE 5% The Grantor shall have the right to amend this Schedule B at any time and from time to time during his lifetime by executing and acknowledging a written Amended Schedule B and delivering the same to no less than one Trustee. DVI_GJ_000102 36 EFTA00128956