THE JEFFREY E. EPSTEIN 2012 TRUST TRUST AGREEMENT, dated October 24, 2012, by and among JEFFREY E. EPSTEIN, as Grantor ("Grantor"), and DARREN K. INDYKE, JAMES E. STALEY AND ANDREW FARKAS, as Trustees ("Trustees"). The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the Trustees the property described in Schedule A annexed hereto and made a part hereof, to be administered and disposed of as provided in this Agreement, with any additions, changes, or amendments to this Agreement. This Trust shall be known as the "The Jeffrey E. Epstein 2012 Trust." Article I During My 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 Rights 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 this Trust in its entirety or any provision hereof 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 Estat