EFTA00099303.pdf

THE 1953 TRUST THIS nusT AGREEMENT is made as of August 8, 2019 ("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor (the "Grantor"), and DARREN K. INI3YKI-: and RICHARD D. KAHN, as Trustees (the "Trustees"). WHEREAS, Grantor, residing at Little St. James Island, St. Thomas, U.S. Virgin Islands established The Jeffrey E. Epstein 2019 Trust dated January 18, 2019, with Darren K. Indyke, and Richard D. Kahn, as Trustees; and WHEREAS, the Grantor retained the power to amend the trust in whole or in part, by a written instrument executed and acknowledged solely by the Grantor and delivered to no less than one Trustee of this Trust and exercised such right to amend the trust on February 4, 2019; NOW THEREFORE, the Grantor has chosen again to exercise the power to amend and restate the Trust expressly granted to him in Section 1.3 of the Trust to amend and restate the Trust, in its entirety, as follows: The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the Trustees the property described in Schedule A annexed hereto and made a pan hereof, to be administered and disposed of as provided in this Agreement, with any additions, changes, or amendments to this Agreement. Further, The Jeffrey E. Epstein 2019 Trust shall henceforth be known as the "The 1953 Trust". Article I During My Lifetime The following provisions shall apply during my lifetime: Section 1.1. - Disbursement of Income All of the income derived from the property held in this Trust (the "Trust Estate") shall be paid to me, or accumulated or paid as I may direct in writing from time to time. Section 1,2. - Disbursement of Principal The Trustees may distribute any part or all of the principal of the Trust Estate to me as I may direct in writing from time to time. Section 1.3. - Specific Rights Reserved to Me A. I reserve the right, at any time and from time to time, to amend this Agreement, in whole or in part, by a written instrument executed and acknowledged solely by me and delivered to no less than one Trustee of this Trust. B. I reserve the right, at any time and from time to time, in my sole and unfettered discretion, to remove any Trustee by delivering to no less than one Trustee of this Trust a written 1 GJ 00001 EFTA00099303 instrument executed and acknowledged solely by me. C. I reserve the right, at any time, to revoke this Trust in its entirety or, at any time and from time to time, to revoke any provision hereof by delivering to no less than one Trustee of this Trust a written instrument executed and acknowledged solely by me. D. I reserve the right, at any time and from time to time, to withdraw or appoint any part or all of the principal of the Trust Estate by delivering to no less than one Trustee of this Trust a written instrument executed and acknowledged solely by me. E. I reserve the right, at any time and from time to time, to transfer to the Trustees, by gift, by Will or by beneficiary designation, such additional property, including life insurance policies, as I may desire. Any such additional property shall be held on the same temis as are then applicable to the original Trust Estate, except that it may be transferred subject to conditions and provisions of special application to such additional property. Article U After My Death The following provisions shall apply after my death: Section 2.1. - Payment of My Debts and of Taxes and Expenses The Trustees shall pay from the principal of the Trust Estate (a) my debts, funeral and burial expenses and the administration expenses of my probate estate which are not paid by the Executors of my probate estate, and (b) the federal, state and territorial estate, inheritance, succession, generation skipping and similar taxes imposed by reason of my death which are the obligations of the Trustees (including any of such taxes which the Executors of my probate estate direct the Trustees to pay by written direction delivered to the Trustees). For purposes of this Section 2.1, the principal of the Trust Estate shall not include (a) any assets which are not included in my Gross Estate or (b) any assets which are not subject to, or available to creditors for the payment of, my debts, my funeral and burial expenses or the administration expenses of my probate estate. Section 2.2. -Bequests and Devises under My Will and Trust If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable in cash or in kind in the discretion of the Executors of my probate estate) provided in my Will, the Trustees shall pay such unpaid bequests from the principal of the Trust Fate. If my Will provided for a specific bequest or devise of specified assets and such bequest or devise could not be satisfied from my probate estate because such assets were held by the Trustees at my death, the Trustees shall distribute such assets to satisfy such bequest or devise. To the extent the assets of the Trust are insufficient to satisfy all bequests provided for in this Agreement, I direct the Trustees to first pay all specific bequests in Article II, Sections 2.3(A)(1), (2), and (3), of this Agreement. To the extent assets are insufficient to pay all of the remaining bequests in Article II, Section 2.3(A) of this Agreement, then the Trustees shall pay the bequests in the order in which they are listed in this Trust. To the extent the Trust funds are insufficient to satisfy all of the bequests listed in Article II, Section 2.3(A)(4)-(41), the bequests that cannot be satisfied shall be 2 GJ 00002 EFTA00099304 deemed to have lapsed. Section 2.3. Bequests A. I make the following general bequests: 1. to KARYNA SHULIAK, if she survives mc, Fifty Million Dollars ($50,000,000). In addition to said bequest, as soon as practicable after my death, the Trustees are directed to purchase an annuity for the benefit of KARYNA SHULIAK from a reputable financial institution in the amount of Fifty Million Dollars ($50,000,000), which annuity shall be payable monthly for the life of KARYNA SHULIAK. Upon the death of KARYNA SHULIAK, the Trustees shall distribute the remaining principal balance of said annuity, and any income, pro rata to the beneficiaries listed in Article II, Section 2.3(A)(4)-(41M in the same percentage that their initial bequest bears to the total amount of bequests made in Article II, Section 2.3(A)(4)- (41): r t-°/ It is my intention to fund a separate trust for KARYNA SHULIAK prior to my death. In the event that a separate trust is created and funded by me for KARYNA SHULIAK then the amount bequeathed by this section shall be reduced by the amount of principal conveyed by me to the separate mist. 2. to DARREN KEITH INDYKE, if he survives me, Fifty Million Dollars ($50,000,000). 3. to RICHARI) I)AVII) KAHN, if he survives me, Twenty Five Million Dollars ($25,000,000). 4. to • if she survives me, the amount of Ten Million Dollars ($10,000,000). 5. to , if she survives me, the amount of Ten Million Dollars ($10,000,000),. In addition, if she survives me, my 'Trustees are directed to pay an additional Five Million Dollars ($5,000,000) to be distributed as per instructions. 6. to • , if she survives mc, the amount of Ten Million Dollars ($10,000,000). 7. to if she survives me, the amount of Five Million Dollars ($5,000,000). 8. to ■, the amount of Ten Million Dollars ($10,000,000). 9. to if she survives me, the amount of Three Million Dollars ($3,000,000). 10. to , if she survives me, the amount of Five Million Dollars ($5,000,000). 3 GI 00003 EFTA00099305 11. to LAWRENCE PAUL VISOSKI, JR., if he survives me, Ten Million Dollars ($10,000,000). 12. to BELLA KLEIN, if she survives me, Three Million Dollars ($3,000,000). 13. to LUCIANO A. FONTANILLA, JR., if he survives me, Three Million Dollars ($3,000,000). 14. to MERWIN DELA CRUZ, if he survives me, Three Million Dollars ($3,000,000). 15. to VALDSON VIERA CON'IRIN, if he survives mc, Five Million Dollars ($5,000,000). 16. to GHISLAINE MAXWFT I, if she survives me, Ten Million Dollars ($10,000,000). 17. to ANN RODRIQUEZ, if she survives me, the amount of Five Million Dollars ($5,000,000),. 18. to if she survives me, Three Million Dollars ($3,000,000). 19. to DAVID ROGERS, if he survives me, Four Million Dollars ($4,000,000). 20. to PETER ST. OMER, if he survives me, One Million Dollars ($1,000,000). 21. to DUPSON DONISSAINT, if he survives me, One Million Dollars ($1,000,000). 22. to PIERRE JULES, if he survives me, One Million Dollars ($1,000,000). 23. to CECILE DE JONGH, if she survives me, One Million Dollars ($1,000,000). 24. to JEANNE BRENNAN WIEBRACHT, if she survives mc, One Million Dollars ($1,000,000). 25. to JERMAINE RUAN, if he survives me, One Million Dollars ($1,000,000). 26. to DAPHNE WALLACE, if she survives me, One Million Dollars ($1,000,000). 27. to if she survives me, Two Million Dollars ($2,000,000). 28. to , if she survives me, Three Million Dollars ($3,000,000). 29. to BRICE GORDON, if he survives me, Two Million Dollars ($2,000,000). 30. to if she survives me, Two Million Dollars ($2,000,000). 31. to if she survives me, One Million Dollars ($1,000,000). 4 GJ 00004 EFTA00099306 32. to , if she survives me, Five Million Dollars ($5,000,000). 33. to EDWARD ROED LARSEN, if he survives me, Five Million Dollars ($5,000,000). 34. to MARTIN NOWACK, if he survives me, Five Million Dollars ($5,000,000). 35. to ARLINE M. TOYLO, if she survives me, One Million Dollars ($1,000,000.00). 36. to CARLUZ N. TOYLO, if he survives me, One Million Dollars ($1,000,000.00). 37. to , if she survives me, Five Million Dollars ($5,000,000). 38. to UNA PASCAL, if she survives me, One Million Dollars ($1,000,000). 39. to MARK EPSTEIN, if he survives me, the sum of Ten Million Dollars ($10,000,000), to be held by him, in trust, for the benefit of his children. 40. to PERRY BARD, if she survives me, the sum of Three Million Dollars ($3,000,000).. 41. to if she survives me, the sum of Three Million Dollars ($3,000,000). 42. to MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used for the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KCAC, LLC in connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser, and KCAC, LLC, as seller, for the purchase of the real property known as and located at 2 Kean Court in Livingston, New Jersey, and terminating said real estate purchase contract. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat said $3,000,000 as having been distributed by the Trust to MICHELLE FERN SAIPHER, as the sole member of KCAC, LLC, as then having been repaid by MICHELLE FERN SAIPHER on behalf of KCAC, LLC to FT Real Estate, Inc. and as then having been distributed by FT Real Estate, Inc. to the Trust, as the sole shareholder of FE Real Estate, Inc. It is further my express desire and intention, as the sole shareholder of FT Real Estate, Inc., that upon my death and the receipt by the Trust of the assets from my estate, FT Real Estate, Inc. be directed to cancel and terminate said real estate purchase contract as contemplated herein; provided, however, that such distribution shall not be made or deemed to have been made and such termination shall not occur if the transfer of such real property to FT Real Estate, Inc. pursuant to such real estate purchase contract has been completed prior to my death or if prior to my death said real estate purchase contract has been terminated or is otherwise no longer in effect. 43. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns, whether or not LUCIANO A. FONTANILLA, JR. survives me, all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 18 Teneyck Avenue, Valley Stream, New York. My interest consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo, LLC, a New York limited liability company which holds legal title to said real property, improvements, 5 GJ 00005 EFTA00099307 fixtures, permits and other rights, which Membership Interests arc held in the name of Darren K. Indyke, as nominee for me, and which I direct the Trustees to transfer to LUCIANO A. FONTANILLA, JR., or his heirs, successors or assigns. 44. whether or not survives me, to or her heirs, successors or assigns, an amount equal to the total outstanding debt, including, without limitation allprincipal and all accrued and unpaid interest thereon, due from to FT Real Estate, Inc. to be used sole for the purpose of repaying said principal and interest in full. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the full amount of said outstanding debt, including, without limitation, all principal and accrued and unpaid interest thereon, as having been distributed by the Trust to , or her heirs, successors or assigns, for the sole purpose of being used to a all such outstan debt and accrued but unpaid interest, as then having been repaid by to FT Real Estate, Inc., and then as having been distributed to the Trust as the sole shareholder of FT Real Estate, Inc. 45. I forgive any loans which I made to the following individuals or entities: a) LUCIANO A. FONTANILLA, JR. b) c) (A/K/A ac r (A/K/A A/K/A e) f) KARYNA SHULIAK 1) 6 GJ 00006 EFTA00099308  n) PAUL KRASSNER o) DAVID MITCHELL p) LAWRENCE BRUCE DELSON and jointly and severally q) MARK LLOYD r) s) t) NLR VENTURES, LIE u) SIX DESIGNS, LLC v) JSC INTERIORS, LLC 46. Upon my death, the Trustees are directed to distribute to DARREN KEITH INDYKE, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LIE, a U.S. Virgin Islands limited liability company, from DARREN KEITH INDYKE, his spouse, MICHEI I .F FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as having been distributed by the Trust to DARREN KEITH INDYKE, or his heirs, successors or assigns, and as then having been repaid by DARREN KEITH INDYKE, or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, or its successor entities. 47. Upon my death, the Trustees are directed to distribute to RICHARD DAVID KAHN, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited 7 GJ 00007 EFTA00099309 to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from RICHARD DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD DAVID KAHN, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, a New York limited liability company, or its successor entities. Said funds shall be distributed to RICHARD DAVID KAHN, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as having been distributed by the Trust to RICHARD DAVID KAHN, or his heirs, successors or assigns, and as then having been repaid by RICHARD DAVID KAHN, or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from RICHARD DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD DAVID KAHN, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, or its successor entities. 48. Upon my death, the Trustees arc directed to distribute to LAWRENCE PAUL VISOSKI, JR, or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from LAWRENCE PAUL VISOSKI, JR., his spouse, EILEEN VISOSKI, if she is then married to LAWRENCE PAUL VISOSKI, JR., and/or both of them jointly, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death. Said funds shall be distributed to LAWRENCE PAUL VISOSKI, JR, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as having been distributed by the Trust to LAWRENCE PAUL VISOSKI, JR., or his heirs, successors or assigns, and as then having been repaid by LAWRENCE PAUL VISOSKI, JR, or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from LAWRENCE P. VISOSKI, JR, his spouse, EILEEN VISOSKI, and/or both of them jointly, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death. 49. U onm des the Trustees are directed to distribute to each of , BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and liabilities then outstanding and due from her or him to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, 8 GJ 00008 EFTA00099310 Southern Financial, LLC, a U.S. Virgin Islands limited liability company, and FT Real Estate Inc. a U.S. V Islands co oration. Said funds shall be distributed to each of , BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obli a tions and liabilities as havin been distributed by the Trust to each of , BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRU or her or his heirs successors or ass' and as then having been repaid by each of BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due from her or him to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC and FT Real Estate, Inc 50. It is my express desire and intention that all amounts due and owing to me by the persons listed in Article II, Section 2.3(A)(45) of this Agreement shall be cancelled upon my death. While at the date of execution of this Amendment, the cancellation of said loans will not result in taxable income to any such persons, in the event any changes are made to the applicable tax law, the Trustees are directed to take any and all steps necessary to ensure that the cancellation of such indebtedness does not result in any negative tax consequences to such persons. In that regard, as necessary, all such amounts due and owing to me by the persons enumerated in Article II, Section 2.3(A)(45) of this Agreement may be deemed to have been distributed by the Trust to such persons and repaid by such persons to the Trust It is also my express desire and intention that all financial obligations and liabilities enumerated in Article II, Sections 2.3(A)(42), (43), (44), (46), (47), (48), and (49) of this Agreement shall be deemed to be terminated upon my death, and that such termination shall not result in taxable income to any of the Beneficiaries enumerated in such Sections, and the Trustees are directed to take any and all steps necessary to ensure that the termination of such obligations and liabilities does not result in any negative tax consequences to such Beneficiaries. In the event that the termination of any obligation does result in tax consequences to the Beneficiaries enumerated in Article II, Section 2.3(A)(42), (43), (44), (46), (47), (48), and (49), the Trustees are hereby directed to distribute an amount necessary to satisfy said tax consequences to each Beneficiary to the extent necessary. 51. If and at such time or times as the Trustees shall determine in their sole and absolute discretion that it would be beneficial for the protection of the exclusive and unimpeded tight to the use and enjoyment by KARYNA SHULIAK of the outright distribution which pursuant to the provisions of Section 2.3(A)(1) then notwithstanding the provision of this Agreement directing the Trustees to make such distribution directly to KARYNA SHULIAK, the Trustees shall be authorized to make such distribution in Trust for the benefit of KARYNA SHULIAK payable for her lifetime. Upon her death, the remaining income and principal shall be distributed pro rata to the beneficiaries listed in Article II, Section 2.3(A)(4)-(41) in an amount equal to the percentage which their individual bequest bears to the total amount of bequests in Article II, Section 2.3(A)(4)-(41). 52. The Trustees shall retain the sum of Ten Million Dollars ($10,000,000) for as 9 GJ 00009 EFTA00099311  long as they shall determine in their discretion is necessary or appropriate to enable them to defend against and, in their discretion, settle any and all claims made regarding the validity of this Trust and any of its provisions or any accompanying Will executed by me. The Trustees shall have complete discretion to determine if, when, for how much and upon what other terms to settle each and any such claims, and shall have the right to pay each and all such settlements out of said Ten Million Dollars ($10,000,000) so retained. If and at such time or times, if any, as the Trustees shall determine in their discretion that it is no longer necessary or appropriate to retain all or any portion of said Ten Million Dollars ($10,000,000) so retained, the amount the Trustees determine no longer necessary or appropriate to be retained shall be distributed as provided in Section 2.4 of this Article II. 53. The Trustees shall retain the sum of Fifty Million Dollars ($50,000,000) for as long as they shall determine in their discretion is necessary or appropriate to enable them to defend against and, in their discretion, settle any and all claims to any and all assets of my estate asserted by any persons against my estate, the Trustees or this Trust. The Trustees shall have complete discretion to determine if, when, for how much and upon what other terms to settle each and any such claims, and shall have the right to pay each and all such settlements out of said Fifty Million Dollars ($50,000,000) so retained. If and at such time or times, if any, as the Trustees shall determine in their discretion that it is no longer necessary or appropriate to retain all or any portion of said Fifty Million Dollars ($50,000,000) so retained, the amount the Trustees determine no longer necessary or appropriate to be retained shall be distributed as provided in Section 2.4 of this Article II. (B) I make the following specific bequests: 1. I give to KARYNA SHULIAK, if she survives me, the following: (a) all of my interest in the property, leases, rights, permits, improvements and fixtures comprising and pertaining to Zorro Ranch, located at 49 Zorro Ranch Road, Stanley, New Mexico. My interest consists of 10,000 shares of common stock of Cypress, Inc., a United States Virgin Islands corporation, which holds legal title to the same. Such interest is hereinafter referred to as the "New Mexico Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods (as defined in Section 2.3(B)(4) of this Article II) associated with the use, recreational use, maintenance or repair of the New Mexico Property. (b) all of my interest in the property, rights, permits, improvements and fixtures comprising and pertaining to the island known as Little St. James, located in the U.S. Virgin Islands. My interest consists of 10,000 shares of common stock of Nautilus, Inc., a United States Virgin Islands corporation, which holds legal tide to the same. Such interest is hereinafter referred to as the "LSJ Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the LSJ Property. (c) all of my interest in the property, rights, permits, improvements and fixtures comprising and pertaining to the island known as Great St James, located in the U.S. Virgin Islands. My interest consists of 10,000 shares of common stock of 10 GJ 00010 EFTA00099312  Poplar, Inc. a United States Virgin Islands corporation, which holds all of the membership interests of Great St. Jim, LLC, a United States Virgin Islands limited liability company, which holds legal title to said property, rights, permits, improvements and fixtures comprising and pertaining to the said island known as Great St. James. Such interest is hereinafter referred to as the "GSJ Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the GSJ Property. (c1) all of my interest in all apartments, improvements, fixtures, permits and other rights of and pertaining to the premises located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France. The interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the 5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI JEP, a French company of which I own 999 of the 1,000 outstanding shares. Such interest is hereinafter referred to as the "Paris Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the Paris Property. (e) all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 358 El Brillo Way, Palm Beach, Florida. My interest consists of 10,000 shares of common stock of laurel, Inc., a United States Virgin Islands corporation, which holds legal tide to the same. Such interest is hereinafter referred to as the "Florida Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the Florida Property. (0 all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 9 East 71" Street, New York, New York. My interest consists of 10,000 shares of common stock of Maple, Inc., a United States Virgin Islands corporation, which holds legal tide to the same. Such interest is hereinafter referred to as the "New York Property". In addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods associated with the use, recreational use, maintenance or repair of the New York Property. 2. I give to KARYNA SHULIAK, if she survives me, in a separate mist, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, the sum of Five Million Dollars ($5,000,000) for each property that KARYNA SHULIAK takes title to, to pay for the operating expenses of the properties. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 3. If KARYNA SHULIAK does not survive me, or if KARYNA SHULIAK advises at least one of the Trustees in writing that she has renounces her right to take or otherwise disclaims her interest in any of the properties listed in Section 2.3(B)(1) then those ro erties that are renounced or disclaimed by KARYNA SHULIAK shall pass to , if 11 GJ 00011 EFTA00099313 she survives me. In addition, in the event that property passes from KARYNA SHULIAK to pursuant to the terms of this Agreement, I also give to in a separate trust, the provisions of which are set forth in Article III, Section 3.1 of this Agreement, the sum of Five Million Dollars ($5,000,000) for each property that she takes tide to, to pay for the operating expenses of the properties. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 3. In the event renounces her right or refuses to take any of the properties listed in Section 2.3(B)(1) or otherwise disclaims her interest, the properties shall be disposed of in accordance with the provisions of Article II, Section 2.6 and all proceeds shall be distributed to KARYNA SHULIAK. In the event KARYNA SHULIAK declines the proceeds of the sales, or has predeceased then the Trustees are directed to distribute the sales proceeds pro rata to the Beneficiaries listed in Article II, Section 2.3(A)(4)- (41) in the same percentage that their initial bequest bears to the total amount of bequests made in Article II, Section 2.3(A)(4)-(41). 4. For purposes of this Agreement, "Household Goods associated with the use, recreational use, maintenance or repair" of any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property shall mean all tangible personal property which in the discretion of the Trustees is determined to be necessary or appropriate in connection with the use, recreational use, maintenance or repair of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, as the case may be, including without limitation, household appliances, household furniture, household furnishings, window treatments, linens, carpets, household electronic equipment, recreational equipment, dishes, utensils, cutlery, cooking equipment, cleaning equipment, tools and other items, materials and equipment associated with such use, recreational use, maintenance or repair, and also including any and all livestock, and materials, tools, equipment and vehicles associated with such livestock, and any and all mechanical equipment, construction equipment, vehicles and watercraft determined by the Trustees in their discretion to be necessary or appropriate for such use, recreational use, maintenance or repair. Notwithstanding the foregoing, Household Goods shall not include any of items of tangible personal property which the Trustees in their discretion determine to be my personal possessions, even if located at any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, including without limitation, clothing, jewelry, watches, gemstones, artwork, sculpture, antiques, coins, currency, or other items of personal property determined by the Trustees in their discretion to be personal effeus of mine ("Personal Possessions"). For the sake of further clarification, no assets constituting securities, accounts, equity investments, debt investments, financial instruments, or other financial assets or investment assets of any kind shall be included in the definitions of Household Goods or Personal Possessions under this Agreement In addition, the Trustees shall have the sole discretion to determine whether or not an item of tangible personal property shall be deemeds be within the definition of Household Goods or Personal Possessions under this Agreemenerett iu tclant "ir timit ksol u t sL "54295setreeac ' S Ele c.-crosaituaatm arAVattha. Nip% Weir WIZZOWLS t4or ccr4amAtigna), V I give to KARYNA SHULIAK, my diamond ring, set with a rectangular-cut diamond, a r weighing approximately 32.73 carats, flanked by baguette-cut diamonds mounted in platinum, jar 12 cc/ Safi/404012 lbari EFTA00099314  which rectangular-cut diamond is described in GIA Certificate Number 11197600 dated July 12, 2000, which accompanies the said diamond ring, as D Color and VSI clarity. If KARYNA SHULIAK does not survive me, the diamond ring shall be sold and the proceeds distributed asprovided in Section 2.4 of this Article R., ' cts: 14" zwrscurict .l .95,MIThist tozoe""erp - BED ea mu WI 0/41104PLIIIICU aspobsee, 1N The evalt Tire Meccas, IS Plot Anti 'ft. I give eo KARYNA SHULIAK all of my loose diamonds, including but not limited to, 48 separate loose diamonds, identified by accompanying GIA Certificate Numbers 11143371, 12813480, 12811989, 12813533, 12813246, 12813303, 11143338, 12813451, 12811971, 11143872, 12813183, 11143179, 12813216, 12813010, 12813292, 12813247, 11382484, 12813201, 12813180, 11383591, 12811956, 12813254, 11143341, 11143180, 11143350, 11383569, 11383584, 12263407, 10421632, 10768120, 12813255, 10177902, 12378695, 13100048, 13096420, 11383481, 12811577, 10429438, 12811796, 11383663, 11137800, 12263667, 12811562, 11137812, 12811824, 12811822, 11383651, 12811792. If KARYNA SHULIAK does not survive me, the loose diamonds shall be sold and the proceeds distributed as provided in Section 2.4 of this Article II. 7. All of my remaining Personal Possessions, which for the sake of clarity excludes all Household Goods associated with the use, recreational use, maintenance or repair of any of the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, shall be sold by the Trustees, whether at auction or otherwise and the proceeds shall be added to the residuary of the Trust and disposed of as provided in Section 2.4 of this Article II. Section 2.4. Residuary of Trust Estate The residuary of the Trust Estate, after the distributions provided in Article II, Sections 2.1, 2.2 and 2.3 of this Agreement, shall be distributed to those persons named in Article II, Section 2.3(A)(4)-(41) pro ram in an amount equal to the percentage their individual bequest bears to the total amount of bequests in Article II, Section 2.3(A)(4) — (41). Section 2.5. — Condition Anplicable to Certain Bequests A. Except as expressly provided herein, no bequest to any Beneficiary of this Agreement who, during my lifetime, was employed by or provided services to me or any entity that was owned directly or indirectly by me during my lifetime or I RK Associates, Inc. or any entity owned by Darren K. Indyke, shall be distributed to said Beneficiary prior to the expiration of two years following the date of my death. Any Beneficiary of this Agreement who, during my lifetime, was employed by or provided services to me or any entity that was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, and who, after my death, shall voluntarily discontinue, or as a result of said Beneficiary's misconduct, cause to be terminated, said Beneficiary's employment with or provision of services to my estate or any entity or parcel of real property directly or indirectly owned by me during my lifetime or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, prior to the expiration of two years following the date of my death, shall be ineligible to receive any bequest hereunder; provided, however, that in the event that prior to the expiration of two years following the date of my death, there is a cessation in the specific operations of my estate or said real property or entity or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, in respect of which said Beneficiary is employed or provides services, 13 GJ 00013 EFTA00099315  and prior to that cessation, said Beneficiary had not voluntarily discontinued, or as a result of said Beneficiary's misconduct, caused to be terminated, said Beneficiary's employment with or provision of services to my estate or said real property or entity or HBRK Associates, Inc. or any entity owned by Darren K Indyke, then the Trustees shall distribute the bequest hereunder to said Beneficiary within sixty days following the date of such cessation or as soon as is reasonably practicable thereafter. B. In order to provide for the continued and uninterrupted maintenance and operation of the assets in my Trust Estate following my death, the Trustees shall ensure that all persons who were employed by, or provided services to, me or any entity directly or indirectly owned by me or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, shall continue to be so employed or to so provide such services for a period of two (2) years following the date of my death; provided, however, that the Trustees shall have the right terminate the employment or the engagement of any such employees or service providers if and at such times as the Trustees determine in their discretion that there is cause for such termination. For purposes of this Section 2.5 of this Article II, cause for such termination shall include, without limitation, physical or mental incapacity, intentional misconduct, insubordination, breach of duty, disloyalty, dishonesty, fraud, embezzlement, theft, abusive or inappropriate workplace behavior, substance abuse, criminal misconduct (whether or not pertaining to the assets in the Trust Estate), decrease or cessation of the need for employment or services, or any other circumstances canting the Trustees to determine in their discretion that there is cause for such termination. The obligation of the Trustees to ensure such continued employment or provision of services shall include, without limitation, payment out of the assets of the Trust Estate for the costs and expenses of all items of compensation, remuneration and benefits as shall then be in effect at the then current rates and in the then current amounts immediately prior to my death. C. The provisions of this Section 2.5 of this Article II shall not apply to the Trustees so long as they continue to serve as the Trustees hereunder. D. The provisions of this Section 2.5 of this Article II shall not apply to the provisions of Article II, Sections 2.3(A)(42), (43), (44), (46), (47), (48), and (49), of this Agreement. Section 2.6. — Trust Property that Is Real Property An trust roc that is real property, that is renounced or disclaimed by KARYNA SHULIAK and including, but not limited to, improvements, fixtures, permits and other rights of and pertaining to such real property, held directly by me, or indirectly through ownership of shares of capital stock of a corporation or membership interests in a limited liability company of which I was the sole beneficial owner prior to my death, shall be sold by the Trustees and the proceeds thereof held in said trust as soon as is reasonably practicable following my death. In marketing and effectuating the sale of said real property, the Trustees shall be guided as nearly as the Trustees determine in their discretion is possible or appropriate under the then prevailing circumstances by my last express wishes with respect to the sale of said real property, as shall be contained in the last writing signed by me and notarized and delivered to at least one of the Trustees prior to my death. The proceeds of said sales shall be distributed in accordance with the provisions of Section 2.4. 14 GJ 00014 EFTA00099316  Article III Trust for Operating Expense 3.1 Trust for Operating Expenses A. All sums directed to be held in trust for KARYNA SHULIAK in accordance with the provisions of this Section 3.1 of this Article III shall be administered as follows: 1. DARREN IC INDYKE and RICHARD D. KAHN shall be the Trustees of the trust administered in accordance with the provisions of this Section 3.1(A) of this Article III. 2. Unless and until such trust terminates as provided in Article III, Section 3.1(A)(5) of this Agreement, the Trustees may, in their discretion, apply at any time