SOUTHERN TRUST COMPANY, INC. 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 June 12,2013 Mortimer B. Zuckerman do Boston Properties 599 Lexington Avenue, Suite 1800 New York, NY 10022 Re: Financial Estate Planning Services Dear Mort: The undersigned, Jeffrey Epstein ("Mr. Epstein"), on behalf of Southern Trust Company, Inc., a Virgin Islands corporation ("STC"), has agreed to collaborate with you, Mortimer B. Zuckerman ("Mr. Zuckerman"), regarding estate planning matters in respect of Mr. Zuckerman's assets and estate (the "Estate Planning") and in connection therewith will provide proprietary services to Mr. Zuckerman including analyzing, evaluating, planning and other services relating to Mr. Zuckerman'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 provide Proprietary Services in connection with the Estate Planning to and for the benefit of Mr. Zuckerman. The Proprietary Services provided to Mr. Zuckerman may also relate to his heirs, issue, and personal representatives, and any and all affiliated trusts, partnerships, limited partnerships, and limited liability companies of, and any other entities affiliated with Mr. Zuckerman, including, without limitation, those relating to the The Daily News, U.S. News & World Report and Boston Properties (collectively, "Affiliates"). 1. SERVICES TO BE PROVIDED. Mr. Epstein, on behalf of STC, shall provide to Mr. Zuckerman Proprietary Services deemed appropriate by Epstein and Mr. Zuckerman in connection with the Estate Planning for a term commencing on the date hereof and continuing through and including July 31, 2014. 2. FEE AND ADDITIONAL CONSIDERATION. (a) Fee. In consideration for providing the Proprietary Services, Mr. Zuckerman shall pay to STC a total fee in the amount of Thirty Million Dollars ($30,000,000.00) (the "Fee"). (b) Payment of Fee. Mr. Zuckerman s