INDEMNIFICATION, PLEDGE AND SECURITY AGREEMENT THIS INDEMNIFICATION, PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of July , 2017, is given by David J. Mitchell ("Pledgor"), in favor of Jeffrey Epstein ("gpstein"). RECITALS: A. Life Hotel One LLC ("Borrower") is borrowing a $41,000,000.00 loan ("Loan") from Deutsche Bank AG, New York Branch ("Lender"), secured by one or more mortgages encumbering that certain hotel to be completed and located at 19 West 31g Street, New York, New York 10001 ("Hotel"); B. As a credit enhancement for the Loan, Pledgor and Stephen P. Hanson ("Hanson"), as beneficial owners of Borrower, are providing one or more personal guaranties, renewals or ratifications thereof, dated as of the date hereof ("Loan Guaranties"), to Lender; C. In connection with the Loan and Loan Guaranties, Hanson and Mitchell agreed to be share liability under the Loan Guaranties; and Pledgor agreed to cause Epstein to agree to guaranty ("Epstein Guaranty"), payment to Hanson of up to $1,000,000.00 towards Pledgor's obligations to Hanson under Loan Guaranties (the "Mitchell Hanson Obligations"); D. In order to induce Epstein to give the Epstein Guaranty, and as security for Pledgor's obligations to Epstein hereunder, Pledgor is hereby agreeing to indemnify Epstein and pledge the Collateral to Epstein, each as more particularly provided in this Agreement. NOW THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and intending to be bound hereby, Pledgor and Epstein agrees as follows: AGREEMENT 1. Pledge of Collateral. Pledgor does hereby convey, transfer, assign, set over and grant unto Epstein, as security for the performance of the Secured Obligations (as defined below), a continuing security interest in the artwork more particularly described in Exhibit A, annexed hereto