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JEFFREY E. EPSTEIN
AS
GRANTOR
TO
DARREN K. INDYKE
AND
RICHARD KAHN
AS
TRUSTEES
BUTTERFLY TRUST
31-) I/
DATED DECEMBER 27, 2006
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TRUST AGREEMENT dated December 2.1 , 2006 between
JEFFREY E. EPSTEIN, as Grantor, and DARREN K. INDYKE and
RICHARD KAHN, as Trustees,
FIRST
Transfer to Trustees
The Grantor hereby transfers to the Trustees, IN TRUST, and
the Trustees hereby acknowledge receipt of, the property listed in Schedule
A hereto. Said property and all investments and reinvestments thereof, and
all proceeds thereof which constitute principal, and any property hereafter
transferred to the Trust, are hereinafter collectively called "principal."
SECOND
Definitions
Wherever used in this Trust Agreement:
A.
The word "Trustees" and all references to the Trustees
shall mean and refer to the Trustees hereinbefore named and any successor
or substitute Trustees or Trustee, as may be acting hereunder from time to
time and shall be construed in the masculine, feminine or neuter and in the
singular or plural, whichever is consistent with the facts prevailing at any
given time.
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B.
The words "IN TRUST" shall mean "'in trust,
nevertheless, to hold, manage, invest and reinvest, and, until payment
thereof as hereinafter directed, to receive the income thereof."
C.
The word "pay" shall, where applicable, mean "convey,
transfer and pay" and the word "payment" shall, where applicable, mean
"conveyance, transfer and payment."
D.
The word "Trust" shall mean the trust created under this
Trust Agreement.
E.
The words "Code" and "Internal Revenue Code" shall
mean and refer to the Internal Revenue Code of 1986, as the same shall have
been amended from time to time.
THIRD
Dispositive Provisions
A.
The Trustees, in their complete and uncontrolled
discretion are authorized to distribute any part or all of the income or
principal of the Trust (either outright or in further trust, upon such terms and
conditions as the Trustees shall determine in their sole and absolute
discretion) to any one or more persons then living from a class consisting of
and GHISLAINE N.
MAXWELL in such amounts and proportions and to the exclusion of any
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one or more of them as the Trustees may determine. This power of
distribution shall include the power to distribute all of the Trust assets,
thereby terminating the Trust.
B.
The foregoing notwithstanding, the Trustees then acting
(including the case where only one Trustee is then serving), acting jointly (or
singly in the case of only one Trustee then acting), shall have the right,
during the lifetime of the Grantor, to delete or add beneficiaries under this
Article Third by an acknowledged instrument delivered to the Grantor,