January , 2018 Jeffrey Epstein, President Southern Trust Company, Inc. 6200 Red Hook Quarter, B3 St. Thomas, USVI 00802 Dear Jeffrey: This Agreement, effective as of January I, 2013 (including all attachments hereto and the General Terms (as defined below), this "Agreement"), memorializes the verbal understanding we have been operating under and is made by you on behalf of Sothern Trust Company, Inc., a Virgin Islands corporation ("you" or "STC") and the General Counsel Group ("we" or "us") of Elysium Management, LLC (the "Company"). We are retaining you to assist us in the provision of legal advice to the Company. You will perform tax advisory services for us (the "Services") as set forth below. Scope of Services You will support our provision of legal advice to the Company in connection with overall income, gift and estate tax issues that arise (the "Matter"). Under our direction, you will review the facts of the Matter and provide advice that help us interpret and explain the law relating to the Matter. It is our intention and position that your work on this Matter will be covered by all applicable evidentiary privileges, including but not limited to the attorney-client privilege and work product privileges. Although you have made no independent inquiry or determination with respect to the aforementioned privileges, in connection with your retention, all communications by you in connection with the Services are to be regarded as confidential and made solely for the purpose of assisting us in giving legal advice in connection with the Matter. In order for you to carry out your responsibilities hereunder, it may be necessary for us or the Company to disclose to you our legal theories, other privileged information and lawyers' work product, and other confidential information. Accordingly, it is agreed that, except as provided herein or as authorized in advance by us, during and after the period of your retention hereunder, you will not dis