CONFIDENTIALITY AND JOINT DEFENSE/COMMON INTEREST AGREEMENT The undersigned counsel ("Counsel") and their respective Clients ("the Clients") have agreed as follows: 1. Background This agreement governs the confidential and privileged exchange of information and communications among the undersigned counsel and their clients. On the basis of currently available information, the Clients and their Counsel believe and anticipate that they share some common interests and that there are common legal and factual issues regarding a civil lawsuit commenced by against one the Clients, Ghislaine Maxwell, in the United States District Court for the Southern District of New York. Case No. 15-cv-7433, in which civil lawsuit allegations of misconduct are made against both Clients (the "Civil Lawsuit"). This Agreement governs the Civil Lawsuit as well as any other civil and/or criminal matters that may be implicated by or may hereafter arise with respect to the allegations contained in the Civil Lawsuit ("Covered Matters"). The Clients wish to ensure that their respective Counsel are free to share and exchange information that may be useful in each Counsel's preparation without waiving the confidentiality of communications and documents protected by the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege. Counsel consider disclosure of matters of common concern to the Clients to be essential to the effective representation of the Clients and within the "joint defense privilege" or "common interest doctrine" recognized in such cases as Hunydee v. United States, 355 F.2d 183, 184-85 (9th Cir. 1965); United States v. McParllin, 595 F.2d 132 I, 1336-37 (7th Cir. 1979); Eisenberg v. Gagnon, 766 F.2d 770, 787-88 (3d Cir. 1985); Schachar v. American Academy of Ophthalmology, Inc., 106 F.R.D. 187, 191-92 (N.D. lll. 1985); In Re Sealed Case, 29 F.3d 715, 719 n.5 (D.C. Cir. 1994); United States v. Bay State Ambulance and H