SOUTHERN TRUST COMPANY, INC. St. Thomas, USVI 00802 May 2013 Leon Black Ai Ito Management New York, NY 10019 Re: Financial Estate Planning and Structuring Services Dear Leon: The undersigned, Jeffrey Epstein ("Mr. Epstein"), on behalf of Southern Trust Company, Inc., a Virgin Islands corporation ("STC"), has been collaborating with you, Leon Black ("Mr. Black"), regarding estate planning structuring matters in respect of Mr. Black's assets and estate (the "Estate Planning") and in connection therewith has provided and will provide proprietary services to Mr. Black including analyzing, evaluating, and structuring services relating to Mr. Black's financial estate ("Proprietary Services"). The purpose of this letter agreement (this "Agreement") is to set forth the terms upon which Mr. Epstein, on behalf of STC, will continue to provide Proprietary Services in connection with the Estate Planning to and for the benefit of Mr. Black. The Proprietary Services provided to Mr. Black hereunder may also relate to his wife, Mrs. Debra Black, and their children, as well as the respective heirs, issue, personal representatives, and affiliated trusts, partnerships, limited partnerships, and limited liability companies of, and any other entities affiliated with, any of Mr. Black, Mrs. Black or any of their children (collectively, "Affiliates"). This letter supersedes and terminates all prior letters, agreements and understandings, whether written or verbal, with respect to the subject matter hereof. 1. SERVICES TO BE PROVIDED. Mr. Epstein, on behalf of STC, shall provide to Mr. Black Proprietary Services deemed appropriate by Epstein and Mr. Black in connection with the Estate Planning for an initial two-year term, which term commenced on January 1, 2013 and shall continue through and including December 31, 2014. 2. FEES AND ADDITIONAL CONSIDERATION. (a) Fee. In consideration for providing the Proprietary Services, Mr. Black shall pay to STC a tota