THE JEFFREY EPSTEIN JULY 2010 ANNUITY TRUST THIS AGREEMENT made the day of , 2010, between JEFFREY EPSTEIN, of St. Thomas, U.S. Virgin Islands, as Grantor (herein called the "Grantor"), and the said JEFFREY EPSTEIN, of St. Thomas, U.S. Virgin Islands, as Trustee (herein, together with any co-Trustee or successor Trustee appointed hereunder, called the "Trustees"), WITNE.HETH: WHEREAS, the Grantor desires to create a trust of the property hereinafter specified, for the purposes herein set forth, NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Grantor does hereby assign, convey, transfer and deliver to the Trustee, and the Trustee does hereby acknowledge receipt of, the property described in the schedule hereto attached, to hold the same, and any other property which the Trustee may hereafter at any time hold or acquire hereunder, in trust, for the following uses and purposes on the following terms and conditions. ARTICLE I A. All references in this Agreement: 1. To the "Code" refer to the Internal Revenue Code of 1986, as amended, and shall be deemed to refer to corresponding provisions of any subsequent federal tax law. 2. To the "2010 Irrevocable Trust" refer to the Trustees of THE JEFFREY EPSTEIN IRREVOCABLE TRUST dated , 2010. EFTA00585626