THE JEFFREY E. EPSTEIN 2012 TRUST TRUST AGREEMENT, dated October 2012, by and among JEFFREY E. EPSTEIN, as Grantor ("Grantor"), and DARREN K. INDYKE, JES STALEY AND ANDREW FARKAS, as Trustees ("Trustees"). The Grantor hereby transfers to the Trustees the property described in Schedule A annexed hereto, to be administered and disposed of as provided in this Agreement. Article 1 During Mv Lifetime The following provisions shall apply during my lifetime: Section 1.1. - Disbursement of Income All of the income of the trust (the "Trust Estate") shall be paid to me, or accumulated or paid as I may direct in writing from time to time. Section 1.2. - Disbursement of Principal My Trustee may distribute any part or all of the principal of the Trust Estate to me in the discretion of my Trustee. Section 1.3. - Specific Ftiehts Reserved to Me A. I reserve the right, at any time and from time to time, to amend this Agreement, in whole or in part, by a written instrument executed and acknowledged by me and my Trustee. B. I reserve the right, at any time, to revoke and terminate the trust herein created by delivering to my Trustee a written instrument executed and acknowledged solely by me. C. I reserve the right, at any time and from time to time, to withdraw or appoint any part or all of the principal of the Trust Estate by delivering to my Trustee a written instrument executed and acknowledged solely by me. D. I reserve the right, at any time and from time to time, to transfer to my Trustee, by gift, by Will or by beneficiary designation, such additional property, including life insurance policies, as I may desire. Any such additional property shall be held on the same terms as are then applicable to the original Trust Estate, except that it may be transferred subject to conditions and provisions of special application to such additional property. Article II After Mv Death The following provisions shall apply after my death: 2657997.1 EFTA0