EFTA00099449.pdf

JEFFREY E. EPSTEIN 2018 TRUST THIS TRUST AGREEMENT dated May 8, 2018 ("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor (the "Grantor"), and DARREN K. INDYKE, RICHARD D. KAHN, and KATHERYN H. RUEMMLER, 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 2018 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 My 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. E. I reserve the right, at any time and from time to time, to transfer to my GJ 000429 EFTA00099449 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 My Trustee 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 my Trustees (including any of such taxes which the Executors of my probate estate direct my Trustees to pay by written direction delivered to my 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, my 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 my Trustees at my death, my 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, I direct my Trustees to first pay all specific bequests in Article II, Sections 2.3(A)(12), (30), (31), and (32), and the bequest in Article II, Section 2.3(AX33), then next comply with the provisions of Article II, Sections 2.3(A)(6), (17), (23), (24), (25), (26), (27), (28) and (29), and to the extent assets are insufficient to pay all of the remaining bequests in Article II, Section 2.3(A), then the beneficiaries of all such remaining bequests in Article II, Section 2.3(A) 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 I if she survives me, Four Million Dollars ($4,000,000), plus an annuity to be purchased by my Trustees for the benefit of 2 GJ 000430 EFTA00099450  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 ith a lum sum in the amount of the then remaining principal balance payable to the estate of IIIIII iupon her death. 2. to if she survives me, Four Million Dollars 4 000,000), plus an annuity to be purchased by my 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 lump sum in the amount of the then remaining principal balance payable to the estate of pon her death. 3. to KARYNA SHULIAK, if she survives me, Twenty Million Dollars ($20,000,000), plus an annuity to be purchased by my Trustees 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 to the estate of KARYNA SHULIAK upon her death. 4. to if she survives me, Two Million Dollars $2 000,000 plus an annuity to be purchased by my Trustees for the benefit of from a reputable financial institution in the amo o an ($10,000,000), which annuity shall be payable monthly for the life of with a lurn sum in the amount of the then remaining principal balance payable to the estate of upon her death. 5. to , if he survives me, Twenty Million Dollars ($20,000,000). to if she is then married to- Thr Three on , 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 as the sole member of KCAC, LLC, as then having been repaid by on behalf of KCAC, LLC to FT Real Estate, Inc. and as then ving 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 3 GJ 000431 EFTA00099451 my death said real estate purchase contract has been terminated or is otherwise no longer in effect. 7. to if she survives me, Two Million Dollars $2,000,000 lus an rustees for the benefit of from a reputable financial institution in the amount of Four Million Dollars which annuity shall be payable monthly for the life of tint of the then remaining principal ba ance paya e to t e estate o upon her death. 8. to if she survives me, Two Million Dollars 0 plus an annuity to be purr ase y my Trustees for the benefit of iia, from a reputable financial institution in the amount of Ei ht Million Dollars ($8,000,000), which annuity shall be payable monthly for the life of 'th a lum sum in nt of the then remaining principal balance payable to the estate of pon her death. 9. to LESLEY KATHERINE GROFF, if she survives me, Two Million Dollars ($2,000,000). 10. to , if he survives me, Two Million Dollars ($2,000,000). 11. to LUCIANO A. FONTANILLA, JR., if he survives me, an annuity to be purchased by my Trustees for the benefit of LUCIANO A. FONTANILLA, JR. 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 LUCIANO A. FONTANILLA, JR. with a lump sum in the amount of the then remaining principal balance payable to the then surviving children of LUCIANO A. FONTANILLA, JR. and ROSALYN V. FONTANILLA. — 12. 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 my Trustees to transfer to LUCIANO A. FONTANILLA, JR., or his heirs, successors or assigns. 13. to RICHARD DAVID KAHN, if he survives me, Twenty Million Dollars ($20,000,000). 14. to ANN RODRIQUEZ, if she survives me, Five Hundred Thousand Dollars ($500,000). 15. to if he survives me, Five Hundred 4 GJ 000432 EFTA00099452 Thousand Dollars ($500,000). 16. to f she survives me, Two Hundred Fifty Thousand Dollars ($250,11• MM 17. whether or not urvives me, to or her heirs, successors or assigns, an amount equal to the total outs an ing e , • • • • • • n, all principal and all accrued and unpaid interest thereon, due from FT Real Estate, Inc. 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, a • c• al and accrued and unpaid interest thereon, as having been distributed by the Trust to or her heirs, successors or assigns, for the sole purpose of being used to re a all such outstanding debt and accrued but unpaid interest, as then having been repaid by to FT Real Estate, Inc., and then as having been distributed to the Trust as the shole shareholder of FT Real Estate, Inc. 18. to if he survives me, One Hundred Thousand Dollars ($100,000). 19. to if he survives me, Two Hundred Thousand Dollars ($200,000), but only if whether in his own name or on behalf of a separate entity, continues for a period of two years following my death to provide such services as the Trustees deem necessary or appropriate in respect of one or more of the real pro rties beneficially owned by me prior to my death. This bequest shall not be distributed to rior to the expiration of two years following the date of my death. This bequest shall not be subject to the provisions of Article II, Section 2.5. 20. to if She survives me, Two Hundred Thousand Dollars ($200,000), but only if hether in her own name or on behalf of a separate entity, continues for a period of two years following my death to provide such services as the Trustees deem necessary or appropriate in respect of one or more of the real pia. beneficially owned by me prior to my death. This bequest shall not be distributed to prior to the expiration of two years following the date of my death. This bequest shall not be subject to the provisions of Article II, Section 2.5. 21. to BELLA KLEIN, if she survives me, Two Hundred Fifty Thousand Dollars ($250,000). 22. to , if he survives me, Five Hundred Thousand Dollars ($500,000). 23. I forgive any loans which I made to the following individuals or entities: a) LUCIANO A. FONTANILLA, JR. b) 5 GJ 000433 EFTA00099453  LESLEY KATHERINE GROFF KARYNA SHULIAK 24. Upon my death, my 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 finds 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. 6 GI 000434 EFTA00099454  25. Upon my death, my 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 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. 26. Upon my death, my 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, 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. 27. Upon my death, my Trustees are directed to distribute to LAWRENCE PAUL VISOSIU, 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 7 GJ 000435 EFTA00099455  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. 28. U directed to distribute to each of LESLEY 'CATHERINE GROFF, BELLA KLEIN and ANN RODRIQUEZ, or her heirs, successors or assigns, an amoun equal to the sum of all financial obligations and liabilities then outstanding and due from her 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 Island co orati n. Said funds shall be distributed to each of LESLEY KATHERINE GROFF, BELLA KLEIN and ANN RODRIQUEZ, or her heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as havin been distributed by the Trust to each of LESLEY KATHERINE GROFF, ELLA KLEIN and ANN RODRIQUEZ, or her heirs, successors or assi ms a en having been repaid by each of LESLEY KATHERINE GROFF, BELLA KLEIN and ANN Sr her heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due from her 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. 29. 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)(23) 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, my Trustees are directed to take any and all steps nececcary 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 8 GJ 000436 EFTA00099456 II, Section 2.3(AX23) may be 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)(6), (17), (24), (25), (26), (27) and (28) 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 my 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. 30. I give to she survives me, in a separate trust, the provisions of which are set forth in Article III, Section 3.1, 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 an um an 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 " perty". In addition, I give to this separate trust for the benefit of if she survives me, the sum of One Million Dollars ($1,000,000) to pay for the operating expenses for the said premises. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. 31. I give to KARYNA SHULIAK, if she survives me, 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". 32. I give to KARYNA SHULIAK, 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, 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". 33. 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, the sum of Ten Million Dollars ($10,000,000) to pay for the operating expenses of the New Mexico 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. Section 2.4. - Balance et Trust Estate The balance of the Trust Estate, after the distributions provided in Sections 2.1, 2.2 and 2.3 of this Article II, shall be distributed as follows: 9 GJ 000437 EFTA00099457  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. B. If does not survive me, one hundred percent thereof to if she survives me. C. I does not survive me, one hundred percent (100%) of the balance o e trust estates a transferred to THE BOARD OF TRUSTEES OF THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter "the Board"), an educational institution. The property compromising this gift may, for investment purposes, be merged with any of the investment assets of the Massachusetts Institute of Technology ("MIT"), but the gift shall be entered in the books and records of MIT as an endowed fund known as "THE JEFFREY E. EPSTEIN FUND" (the "Fund"). The Board shall use the endowment payout from the Fund to provide financial aid for graduate and undergraduate students attending MIT. In the event MIT is no longer in existence as of the date of any required distribution to it, my Trustees are hereby directed to choose among them another educational institution to benefit from my Trust. 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 that was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or Darren K. Indyke, PLLC, 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 Darren K. Indyke, PLLC, 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 Assoicates, Inc. or Darren K. Indyke, PLLC, 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 Darren K. Indyke, PLLC 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 Darren K. Indyke, PLLC, then my 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, my 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 Darren K. Indyke, PLLC, shall continue to be so employed or to so provide such services for a period of two (2) years following the date of my 10 GJ 000438 EFTA00099458 death; provided, however, that my Trustees shall have the right terminate the employment or the engagement of any such employees or service providers if and at such times as my 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 my Trustees to determine in their discretion that there is cause for such termination. The obligation of my Trustees to ensure such continued employment or provision of services shall include, without limitation, payment 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 my Trustees so long as they continue to serve as my Trustees hereunder. D. The provisions of this Section 2.5 of this Article II shall not apply to the provisions of Sections 2.3(AX6), (12), (17), (23), (24), (25), (26), (27), (28), (29), (30), (31), (32) and (33) of this Article II. Section 2.6. - Trust Property that Is Real Property Except for property directed to be held in trust for a Beneficiary pursuant to the provisions of Article III, Section 3.1, any trust property, including, without limitation, trust property directed to be held in trust for a Beneficiary pursuant to the provisions of Article III, Section 3.3, 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 of which I was the sole beneficial owner prior to my death, shall be sold by my 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, my Trustees shall be guided as nearly as my 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 my Trustees prior to my death. Article III Trust Provisions Section 3.1. - Residence Trust Any property directed to be held in trust for a Beneficiary pursuant to the provisions of this Section 3.1 of Article III shall be administered as follows: A. The Beneficiary shall have the right to occupy the residence held by the trust and to use the tangible personal property located in the residence for her lifetime. 11 GJ 000439 EFTA00099459  B. My Trustees, in my 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 my Trustees consider advisable. Any income not so paid shall annually be added to the principal of the trust. C. Upon the death of the Beneficiary, my Trustees shall use my Trustees' best efforts to sell the trust property and all tangible personal property associated therewith that is part of the Trust Estate within two (2) years of the Beneficiary's death, and only in extraordinary circumstances should the property not be sold within two (2) years of the Beneficiary's death. D. Upon the death of the Beneficiary, my Trustees shall distribut remaining principal of the trust (i.e., the proceeds from the sal kf she then survives the Beneficiary. If does not survive the Beneficiary, then my Trustees shall distribute the remaining principal to the Board of MIT as provided for in Section 2.4(C) of Article II. Section 3.2. — Trust for Operating Expenses of the New Mexico Property and the Florida Property All sums directed to be held in trust for KARYNA SHULIAK pursuant to the provisions of this Section 3.2 of this Article III shall be administered as follows: A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees of the trust created pursuant to the provisions of Article II, Section 2.3(A)(33) and this Section 3.2 of this Article III. B. Unless and until such trust terminates as provided in Section 3.2(E) of this Article III, 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 New Mexico Property and the Florida Property, provided that such property is then solely beneficially owned by KARYNA SHULIAK. C. For purposes of this Section 3.2 of Article III, "Operating expenses" shall include, but not be limited to, all expenses that the Trustees, in their discretion, determine are required or appropriate in order to pay property insurance, real estate taxes, utilities and general maintenance and repairs for the said properties. D. For the sake of clarity, the Trustees shall not at any time pay from the income or principal of such trust any operating expenses for any property that is not then solely beneficially owned by KARYNA SHULIAK, including, without limitation, for this purpose, any property that is not then solely beneficially owned by KARYNA SHULIAK as a result of the acquisition by any third party, whether by sale, transfer, assignment, other disposition, merger, condemnation, abandonment, adverse possession or other operation of law, of any interest in said property, including, without limitation, a security interest, mortgage or lien on said property, or the acquisition by any third party of any such interest in any entity (including, 12 GJ 000440 EFTA00099460 without limitation, any such interest in any shares of stock, membership interests or other ownership interests of such entity) that is the record title holder of said property, and the Trustees shall not pay from the income or principal of this trust any expenses incurred in connection with creating, servicing or extinguishing any debt that is incurred on either of said properties or that is incurred by any record title holder of either of said properties, or any expenses in connection with the sale, transfer, assignment, or other disposition of any direct or indirect interest in either of said properties or in any record title holder of either of said properties (including, without limitation, a security interest, mortgage and/or lien). For purposes hereof, a "third party" means any person (including a spouse or other relative of KARYNA SHULIAK) who is not KARYNA SHULIAK, or any entity, including, without limitation, a corporation, partnership, limited partnership, limited liability company, trust or other entity, that is not wholly beneficially owned by KARYNA SHULIAK and over which KARYNA SHULIAK does not exercise exclusive decision making authority. For purposes of this Section 3.2(D) of this Article III, the grant by KARYNA SHULIAK, whether by proxy, power of attorney, or otherwise, of decision making authority with respect to the New Mexico Property or the Florida Property, or the record title holder thereof, may be deemed by the Trustees in their discretion as the loss by KARYNA SHULIAK of exclusive beneficial ownership of such property or record title holder for so long as the Trustees in their discretion shall continue to deem that loss to be so. E. Immediately upon the occurrence of any of the following events, the trust under the provisions of this Section 3.2 of this Article III shall terminate, no further payments shall be made from the income or principal of such trust other than for operating expenses that accrued prior to the date of such event, and the Trustees shall distribute all principal and income then remaining in such trust pursuant to the provisions of Section 3.2(F) of this Article III: 1. The death of KARYNA SHULIAK; 2. The permanent mental incapacity of KARYNA SHULIAK as determined by the Trustees in their discretion; 3. KARYNA SHULIAK shall cease to be the exclusive beneficial owner of at least one of the New Mexico Property and the Palm Beach Property, as determined by the Trustees in their discretion accordance with the provisions of Section 3.2(D) of this Article III; 4. Other than by reason of her temporary mental incapacity, shall cease to exercise exclusive decision making authority over at east one the New Mexico Property and the Palm Beach Property, as determined by the Trustees in their discretion F. Upon the termination of the trust as provided in Section 3.2(E) of this Artiagalairapitraskill distribute 100% the remainin rinci al and income of such trust to AllIFIRIMINIPMEN, if she is then surviving. If is not then survivin then the Trustees shall distribute 100% the remaining s • trust to if she is then surviving. If is not then surviving, then the Trustees shall distribute 100% of the remaining pnnci an income of such trust to the Board of MIT as provided for in Article II, Section 2.4(C) of this 13 GJ 000441 EFTA00099461 Agreement. Section 3.3. - Residuary Trusts Any property directed to be held in trust for a Beneficiary pursuant to the provisions of this Section 3.3 of Article III shall be administered as follows: G. My Trustees may pay any part or all of the income and such sums from any part or all of the principal of the trust as my Trustees, in my Trustees' discretion, from time to time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on behalf of the Beneficiary. Any income not so paid shall annually be added to the principal of the trust. H. Upon the death of the Beneficiary, my Trustees shall distribute the remaining principal of the trust to if she then survives the Beneficiary. If oes not survive the Beneficiary, then my Trustees shall distribute rust to the Board of MIT as provided for in Article II, Section 2.4(C) of this Agreement. Article IV Trust Termination If at any time my Trustees determine that it is uneconomic to continue any trust with respect to which my Trustees are acting hereunder, my Trustees may terminate such trust and distribute the trust assets, in such amounts and proportions as my Trustees may determine, to the person or persons to whom income may be distributed, other than my Trustees, members of the respective families of my Trustees, the respective estates of my Trustees, the respective creditors of my Trustees or the creditors of the respective estates of my Trustees. Article V Trust Administration Section 5.1. - Exercise of Discretionary Powers Except as hereinbefore specifically provided, in connection with the exercise of a discretionary power to distribute income or principal to any person, there shall be no requirement to take into account such person's other income or capital resources, the interest of such person in any other fund or the duty of anyone to support such person, although these factors may be taken into account. Section 5.2. - Discretionary Distributions Any discretionary payment from any trust hereunder shall be charged against such trust as a whole, and shall not be charged against the individual share of any person at any time. Section 5.3. - Allocation of Assets A. For each distribution, partial distribution, allocation, or division of assets into shares or trusts involving a fraction, my Trustees shall apply such fraction to the fair market 14 GJ 000442 EFTA00099462 value of the relevant assets on the date of such distribution, allocation, or division, whichever first occurs. My Trustees shall appropriately adjust such fractions to reflect the effect of any partial distributions, allocations, or divisions, taking into account the fair market value as of the date of distribution, allocation, or division, whichever first occurred, of the assets so distributed, allocated, or divided. B. My Trustees shall value any assets distributed, allocated, or divided to satisfy (in whole or in part) a pecuniary distribution at the fair market value of such assets on the date of such distribution, allocation, or division, whichever first occurs. Section 5.4. - AccouotinE Allocations A. Except as otherwise specifically provided in this Agreement and except as provided in Paragraph B of this Section 5.4, my Trustees shall allocate receipts and disbursements in accordance with sound trust accounting principles and have discretion to allocate receipts and disbursements when, in the judgment of my Trustees, the treatment is uncertain under applicable laws or generally accepted accounting principles. B. Except as otherwise specifically provided in this Agreement, my Trustees shall not treat any part of the principal amount of the proceeds of sale of