SOUTHERN TRUST COMPANY, INC. 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 May 2013 Leon Black Apollo Management 9 West 57th Street, 43rd Floor 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 agreed to collaborate 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 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 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"). 1. PRIOR AGREEMENT COMPLETED. Mr. Black, STC and Epstein are parties to a separate and prior letter agreement dated February 13, 2013, pursuant to which STC and Epstein provided certain services in connection with certain Estate Planning for Mr. Black separate and apart from the Proprietary Services to be provided hereunder. The parties hereto agree that STC's and Mr. Epstein's services in connection with that prior agreement have been completed and that promptly after executing this Agreement, but by no later than May 2013, Mr. Black shall pay the remaining Eight Million Five Hun