DS9 Document EFTA01104063

E. I reserve the right, at any time and from time to time, to transfer to my 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 Executor 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 Executor of my probate estate directs 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.-Specifit Bequests or Devises Under My Win 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 Executor of my probate estate) provided in my Will, my Trustee 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 Trustee at my death, my Trustee 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 pay all specific bequests first, and to the extent assets are insufficient to pay all of the remaining bequests in Section 2.3(A)(1) through 2.3(A)(1)(24), then the beneficiaries of Section 2.3(AX I) through 2.3(AX1X24) 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: I. Five Million Dollars ($5,000,000) to me. survives me. 2. Five Million Dollars ($5,000,000) to 2 if she survives if she EFTA01104063 3. Ten Million Dollars (510,000.000) to KARYNA SHULIAK. if she survives me. 4. Five Million Dollars (55,000,000) td survives me. 5. Five Million Dollars (55,000,000) tol she survives me. survives me. survives me. survives me. survives me. if she 6. Five Million Dollars ($5,000,000) to , if . if she 7. Five Million Dollars (55.000.000) to DARREN KEITH INDYKE, if he 8. Five Million Dollars (55.000.000) to 11 9. Five Million Dollars (55.000,000) to I , if she if she 10. One Million Dollars (51.000.000) to LESLEY KATHERINE GROFF, if she survives me. 11. One Million Dollars (51.000.000) to LAWRENCE PAUL. VISOSKI, JR., if he survives me. I2. Two Million Dollars (52.000.000) to LUCIANO A. FONTANILLA, JR., and ROSAI.YN V. FONTANILLA, to be shared equally if they both survive me. or all to the survivor, if only one of them survives me. 13. Two Million Dollars (52,000,000) to RICHARD D. KAHN. if he survives 14. Five Hundred Thousand Dollars (5500,000) to ANN RODRIGUEZ, if she 15. Five Hundred Thousand Dollars (5500,000) to VALDSON VIERA CONTRIN, if he survives me. 16. Three Hundred Thousand Dollars (5300,000) to if she survives me. me. survives me. 17. Two Hundred Fifty Thousand Dollars (5250.000) to BELLA KLEIN, if she survives me. 18. Two Hundred Fifty Thousand Dollars ($250,000) to DAVID ROGERS. if he survives me. 3 EFTA01104064 19. Sixty Six Thousand Dollars ($66,000) to STEVE CHAVEZ. if he survives mc. me. survives me. survives me. 20. Forty Thousand Dollars ($40,000) to Z. if she survives 21. Thirty Five Thousand Dollars (S35,000) to CYNTHIA CANO, if she 22. Forty Two Thousand Dollars ($42,000) to CARLOS DELGADO. if he 23. I forgive any loans which I made to the following individuals or entities: a) GADDO CARDINI b) MARK EPSTEIN c) LUCIANO A. FONTANILLA. JR. d) ROSALYN V. FONTANILLA e) ROBERT GOLD 0 ROBERT GOODMAN g) EMAD HANNA h) DARREN KEITII1NDYKE i) DAVID LAMPERT j) k) I) ALBERTO PINTO m) STEVEN VICTOR n) o) LAWRENCE PAUL VISOSKI. JR. P) 4 a,) ICARYNA SHULIAK r) 4 EFTA01104065 S) t) u) v) w) SLK DESIGNS, LLC x) ADAM BLY y) z) 24. Upon my death, the Trustees of this Trust 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. 25. Upon my death, the Trustees of this Trust are directed to distribute to RICHARD 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 KAHN, his spouse, LISA KAHN. if she is then married to RICHARD 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 KAHN, or his heirs, successors or assigns. for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. 26. It is my 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, the cancellation of said loans will not result in taxable income to the beneficiaries. in the event any changes are made to the applicable tax law, my Trustees are directed to take 5 EFTA01104066 any and all steps necessary to ensure that the cancellation of such indebtedness does not result in any negative tax consequences to the beneficiaries. 27. I give to f she survives me. in a separate trust. the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in all apartments. improvements, fixtures, permits and other rights of and pertaining to the premises located in the building known and referred to as 22 Avenue Foch, 75016. Paris. France. The interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor. units 63 and 74 on the 5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI JEP. a French company of which I own WO to' th.i. t taut ingshares. In addition. give to this separate trust for the benefit of if she survives me, the sum of One Million Dollars (S1,000.000) to pay for the operating expenses for the apartments. Operating expenses shall include. but not be limited to, property insurance, real estate taxes. utilities, general maintenance and repairs and common charges. 28. I give to if she survives me, in a separate trust. the provisions of which are set torth in Section 3.1 of Article III below, all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as. 9 East 71st Street. New York, New York 10021. My interest consists of 10,000 shares of common stock of Maple, Inc., a United States Virgin Islands corporation_ which holds lent/ilk/O the same. In addition. I give to this separate trust for the benefit of (I , if she survives me. the sum of Four Million Dollars ($4,000,000) to pay for the operating expenses for the property. Operating expenses shall include, but not be limited to. property insurance, real estate taxes, utilities and general maintenance and repairs. 29. I give to "she survives me, in a separate trust. the provisions of which arc I Willi III JCL-Ill/II i. I or H icle ill below, all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to that certain cay in the United States Virgin Islands known and referred to as Little St. James Island. My interest consists of 10,000 shares of common stock of Nautilus, Inc.. a United States Virgin Islands corporation. which holds legal title to said cay, the improvements, and fixtures thereon, and certain permits and rights with respect thereto and which also owns 100% of the interest of L.S.J.. LLC, a Delaware limited liability company that holds certain permits and rights pertaining to the improvements on said cay. In addition, I give to this separate trust for the benefit o if she survives me, the sum of Ten Million Dollars (S10,000,000) to pay for the operating expenses for the cay. Operating expenses shall include. but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. 30. I give to if she survives me, in a separate trust, the provisions of which arc set forth in Section 3.1 ot Article III below, 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 87056. 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. In addition, I give to this separate trust for the benefit o if she survives me, the sum of Five Million Dollars 6 EFTA01104067 (S5.000.000) to pay for the operating expenses for the property. Operating expenses shall include. but not be limited to, property insurance, real estate taxes, utilities and general maintenance and repairs. 31. 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. In addition. . my Trustees are directed to pay the sum of One Million Dollars (51,000.000) to KARYNA SHULIAK to pay for the operating expenses for the property. Operating expenses shall include, but not be limited to. property insurance, real estate taxes, utilities and general maintenance and repairs. Section 2.4.- (Wane otTnist Wok 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: A. One hundred percent (100%) thereof tt if she survives me, in separate trust, the provisions of which are set forth in Section 3.2 of Article III below. B. IfIPIPPIPMFINIM 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 BOARD OF TRUSTEES OF TIIE 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 -TlIE JEFFREY E. EPSTEIN FUND" (the "Fund"). The Roard 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 arc hereby directed to choose among them another educational institution to benefit from my Trust. Article III Trust Provisions Section 3.1.- Residence Trusts Any property directed to be held in trust for a Beneficiary pursuant to the provisions of this Section 3.1 of Article Ill shall be administered as follows: A. The Beneficiary shall have the right to occupy the residence or residences held by the trust and to use the tangible personal property located in the residence for her lifetime. 7 EFTA01104068 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 (I) 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 the tangible personal property 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 distribute the remaining principal of the trust (i.e., the proceeds from the sale of the trust assets) to EVA ANDERSSON DUBIN. if she then survives the Beneficiary. If EVA ANDERSSON DUBIN does not survive the Beneficiary, then my Trustees shall distribute the remaining principal to the Board of MIT as provided for in Section 2.4.0 of this Agreement. Section 3.2.- ResiduaryTrusts Any property directed to be held in trust for a Beneficiary pursuant to the provisions of this Section 3.2 of Article III shall be distributed as follows: A. My Trustees may pay any part or all of the income and such sums from any pan 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. B. Upon the death of the Beneficiary, my Trustees shall distribute the remaining principal of the trust to EVA ANDERSSON DUBIN. if she then survives the Beneficiary. If EVA ANDERSSON DUBIN does not survive the Beneficiary, then my Trustees shall distribute the remaining principal of the trust to the Board of MIT as provided for in Section 2.4.0 of this Agreement. C. Article IV Trust Termination If at any time my Trustees determines 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. EFTA01104069