EFTA01266168.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. SDNY_GM_00007712 CONFIDENTIAL EFTA 00120384 EFTA01266168  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 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 WW 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 SDNY_GM_00007713 CONFIDtNITIAL EFTA_00120385 EFTA01266169 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 lump sum in the amount of the then remaining principal balance payable to the estate of I upon her death. 2. to (A/KJA 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 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. SDNY_GM_00007714 CONFIDENTIAL EFTA_00120386 EFTA01266170  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 in , 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 lump 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 lump sum in the amount of the then remaining principal balance payable to the estate of upon her death. SDNY_GM_00007715 CONFIDENTIAL EFTA_00120387 EFTA01266171  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 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, I I. 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 , if she survives me, Two Hundred Fifty SDNY_GM_00007716 CONFIDENTIAL EFTA_00120388 EFTA01266172 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, including, 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 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 repay 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). 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 KATHY LINDEMAN, 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) SDNY_GM_00007717 CONFIDENTIAL EFTA_00120389 EFTA01266173 c) (A/K/A ■ d) (A/K/A A/K/A e) LESLEY KATHERINE GROFF U KARYNA SHULIAK 8) h) i) j) k) I) m) NINA KEITA n) PAUL CRASSNER o) DAVID MITCHELL jointly and severally (I) MARK LLOYD r) s) t) u) v) w) x) y) z) SDNY_GM_00007718 CONFIDENTIAL EFTA_00120390 EFTA01266174  aa) bb) cc) dd) NLR VENTURES, LLC ee) SLK DESIGNS, LLC II) !SC 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 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 SDNY_GM_00007719 CONFIDENTIAL EFTA_00 I 2039 I EFTA01266175  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. VirginIslands 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 ofbeing 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 ofall 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 SONY_GM_00007720 CONFIDENTIAL EFTA_00120392 EFTA01266176 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 my 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 corporation. 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 having 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 assigns, 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(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, SDNY_GM_00007721 CONFIDENTIAL EFTA_00120393 EFTA01266177 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 m interest in In addition I lye to if she survives me in the same trust as the In addition, I give to , if she survives me, in a separate trust the rovisions of which are set forth in Article III Section 3.1 of this A reement In additio I ive to if she survives me in the same trust as . In addition, I give to if she survives me, in a separate trust the rovisions of which are set forth in Article HI Section 3.1 of this A•i men In addition. I give to survives me in the same trust as 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 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 SDNY_GM_00007722 CONFIDENTIAL EFTA_00120394 EFTA01266178 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 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". In addition, I give to KARYNA SHULIAK, if she survives me, in the same trust as the Florida Property, all Household Goods associated with the use, recreational use, maintenance or repair 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 A¢reemen 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 (510,000,000) to pay for the operating expenses of the Paris Property and the Florida Property. If KARYNA SHULIAK does not survive me, I give to , if she survives me, in a separate trust, the provisions of which are set forth in Article III Section 3.2 of this A!reement the sum of Ten Million Dollars 10 000 000 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 II, 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. 71" Street, New York, New York. My interest consists of 10,000 shares of common stock of Maple, Inc., a United States Virgin Islands SONY_GM_00007723 CONFIDENTIAL EFTA_00120395 EFTA01266179 corporation, which holds legal title to the same. Such interest is hereinafter referred to as the "New York Property". In addition, I give to , 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 II. SONY_GM_00007724 CONFIDENTIAL EFTA_00120396 EFTA01266180  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 Property, the GSJ Property, the LSJ Property, the Paris Property or the New York Property, I give to I and KARYNA SHULIAK, if they survive me, to divide among 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 SDNY_GM_00007725 CONFIDENTIAL EFTA_00120397 EFTA01266181 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 SDNY_GM_00007726 CONFIDENTIAL EFTA 00120398