EFTA00128887.pdf

JEFFREY E. EPSTEIN 2019 TRUST THIS TRUST AGREEMENT dated January 18, 2019 ("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor (the "Grantor"), and DARREN K. INDYKE and RICHARD D. KAHN, as Trustees (the "Trustees"). 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 created by this Agreement ("Trust") shall be known as the "The Jeffrey E. Epstein 2019 Trust". The Grantor hereby expressly revokes The Jeffrey E. Epstein 2018 Trust previously created by him, and as of the date of execution of this Agreement, The Jeffrey E. Epstein 2018 Trust shall have no force and effect. 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 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. 1 DVI_GJ_000033 EFTA00128887  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 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 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 2.3(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: 2 DVI_GJ_000034 EFTA00128888  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 (A/K/A 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 fmancial 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 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. 6. to DARREN KEITH INDYICE, if he survives me, Twenty Million Dollars ($20,000,000). 7. to MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYICE, 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 3 DVI_GJ_000035 EFTA00128889 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. 12. 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 lump 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 4 DVI_GJ_000036 EFTA00128890 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 ($2,000,000). 20. to CARLUZ N. TOYLO, if he survives me, Five Hundred Thousand Dollars ($500,000.00). 21. to ARLINE M. TOYLO, if she survives me, Five Hundred Thousand Dollars ($500,000.00). 22. to LOUELLA E. RABUYO, if she survives me, Two Hundred Fifty Thousand Dollars ($250,000). 23. whether or not LOUELLA E. RABUYO survives me, to LOUELLA E. RABUYO, or her heirs, successors or assigns, an amount equal to the total outstanding debt, including, without limitation, all principal and all accrued and unpaid interest thereon, due from LOUELLA E. RABUYO 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 LOUELLA E. RABUYO, or her heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding debt and 5 DVI_GJ_000037 EFTA00128891 accrued but unpaid interest, as then having been repaid by LOUELLA E. RABUYO 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). 26. to DAVID ROGERS, if he 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, Two Million Dollars ($2,000,000). 29. to EDWARD ROED LARSEN, if he survives me, Two Million Dollars ($2,000,000). 30. to EMMA ROED LARSEN, if she survives me, Two Million Dollars ($2,000,000). 31. to MARTIN NOWACK, if he survives me, Two Million Dollars ($2,000,000). 32. to LEO LOKING, if he survives me, Five Hundred Thousand Dollars ($500,000.00). 33. I forgive any loans which I made to the following individuals or entities: a) LUCIANO A. FONTANILLA, JR. b) c) (A/K/A ■ d) (A/K/A A/K/A e) LESLEY KATHERINE GROFF 0 ICARYNA SHULIAK g) 6 DVI_GJ_000038 EFTA00128892 h) i) j) k) 1) m) n) PAUL CRASSNER o) DAVID MITCHELL ci) MARK LLOYD r) s) t) u) v) w) x) V) z) aa) bb) cc) dd) NLR VENTURES, LLC ee) SLK DESIGNS, LLC 7 DVI_GJ_000039 EFTA00128893  ff) JSC INTERIORS, LW 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 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 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 8 DVI_GJ_000040 EFTA00128894 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, , 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 b one or both of them immediately prior to my death. Said funds shall be distributed to ., 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 , 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 immediate! prior tom death, including, but not limited to Southern Financial, LLC, from ., his spouse, and/or both of them jointly, and/or any corporation, limited liability company, limited partnership, 9 DVI_GJ_000041 EFTA00128895 general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death. 38 Upon my death, the Trustees are directed to distribute to each of LESLEY KATHERINE GROFF, LOUELLA E. RABUYO, 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 corporation. Said funds shall be distributed to each of LESLEY KATHERINE GROFF, LOUELLA E. RABUYO, 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 having been distributed by the Trust to each of LESLEY KATHERINE GROFF, LOUELLA E. RABUYO, BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns, and as then having been repaid by each of LESLEY KATHERINE GROFF, LOUELLA E. RABUYO, 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(A)(33) 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, Sections 2.3(A)(7), (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 • ermits im • rovements and fixtures comprising and pertaining to Zorro Ranch, located at . My interest consists of 10,000 shares of common stock of Cypress, Inc., a United States Virgin Islands 10 DVI_GJ_000042 EFTA00128896 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 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 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". 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 premises located in the building known and referred to as 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 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, 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". 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 and all of my interest in the Florida Property. 43 I give to KARYNA SHULIAK, if she survives me, in a separate trust, the provisions of which are set forth in Article HI, Section 3.2 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. If KARYNA SHULIAK does not survive me, I give to 11 DVI_GJ_000003 EFTA00128897  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 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 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 II 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 H, said trust shall be administered in accordance with the provisions of Article III, Section 3.4 of this Agreement. 45 I give to 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. fist 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 title to the same. Such interest is hereinafter referred to as the "New York Property". 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 12 DVI_GJ_000044 EFTA00128898 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. $ection 2.6. - Trust Provertv that is Real ProDerW 13 DVI_GJ_00004.5 EFTA00128899  Except for property held in trust for KARYNA SHULIAK or in accordance with the provisions of Article DI, 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 irust Provisioas 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 IC INDYKE 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 Ill. B. The Beneficiary shall have the right to personally use and occupy the residence held by the trust and to personally use the tangible personal property located in the residence 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 propertyheld 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. 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 14 DVI_GJ_000046 EFTA00128900 benefit of said decedent pursuant to the provisions of this Section 3.1 of this Article It and all tangible personal property 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 tangible personal property as provided in Article III, Section 3.1E of this A reement, the Trustees shall distribute the roceeds of such sale to , if she is then surviving. If 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 mist 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 DI, "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 15 DVI_GJ_000047 EFTA00128901  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