EFTA Document EFTA01441270

Deutsche Bank Private Wealth Management Trust Authorization Account Managed by Deutsche Bank Securities Inc. or Affiliate Account Name: The Haze Trust Account Number: In consideration of Deutsche Bank Securities Inc. (referred to herein as "DBSI") maintaining an account and providing brokerage services for the above-named Trust ("Trust"), the undersigned hereby represent and warrant that: I. The undersigned are all of the Trustees of the above-named Trust created by a trust instrument dated (-e.Wf^g.^-.^ and duly executed pursuant to the laws of the state of fvJf^^..1 (the 'Trust Instrument"). 2. Under the terms of the Trust Ihstrument, ANY ONE of the undersigned Trustees is authorized and empowered on behalf of the Trust: (DELETE ANY INAPPLICABLE TRUST POWERS) (a) To open, maintain and close a brokerage account and to employ brokers, custodians and other agents; (b) To sell or exchange any of the Trust assets; (c) To invest and reinvest Trust assets in real or personal property, including but not limited to: (i) foreign and domestic corporate obligations and securities of every kind, investment trusts, government obligations and commodities and curt;encies; and (ii) any derivative instruments ofany kind (including, without limitation, options, forwards, and swaps); pertaining to, or providing investrnent exposure with respect to, any of the foregoing, whether relating to a specific security, debt instrument, commodity or currency, or relating to a basket or index comprised of, or based on changes in the level of prices, rates or values of, any group or combination thereof; (d) To hold securities or other property owned by the Trust in the Trustee's own name or in the name of Trustee's nominee or custodian; (e) To exercise all the rights of an absolute owner over securities in the Trust account, including but not limited to, the power to vote stock, to sell or exercise stock subscription or conversion rights and to transfer title to said securities; (f) To borrow money or to make any contract the effect of which is to borrow money and to secure such obligations by mortgages or other liens upon any Trust property; (g) To appoint a third party (including but not limited to a/any DBSI employee(s)) to exercise discretion in connection with the purchase and/or sale of securities on behalf of the Trust; and (h) To exercise all duties, rights and powers, to execute all documents and to take all actions necessary or appropriate to perform the powers enumerated above. EFTA01441270 LISTED BELOW ARE ANY AND ALL RESTRICTIONS UPON THE ABILITY OF ANY TRUSTEE TO PERFORM THE POWERS ENUMERATED ABOVE: (if none, please state) Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. niiiiiiiiiiiiiiiiiiiii TRST 09-PWM-0661 COIVI 2 (05/11) TRST 006432.051811 EFTA01441271 4. The undersigned will provide DBSI with any requested documents relating to the Trust. 5. The undersigned will comply with all restrictions upon their powers as Trustees as stated in the Trust Instrument, including obtaining all required consents or authorizations. 6. The undersigned will notify DBSI promptly in writing of any events or amendments to the Trust Instrument which alter or in any way affect the accuracy or truth of the representations set forth in this Authorization. DBSI may rely upon this Authorization as continuing in full effect unless and until it receives written notice from the undersigned of any changes. The undersigned jointly and severally agree to indemnify and hold harmless DBSI, its employees and agents, from and against any and all liabilities, judgments, claims, settlements, losses, damages,..obligations and expenses, including reasonable fees of counsel, arising from or related to any representations in this agreemeiit or any acts or omissions concerning the Trust by any of the Trustees. "N .y" y Signature Pnnt Namo Address X "^ffr-g" /zp"-"/"vh 0 H<" ^ <- 3 Prmt Name Address, fXr" ^ k I"" y Very truly."yo urs. 9/"(3/ Datel f//f/ n Signature: Print Name: Address: A Signature: _ Print Name: Address: Date: Date: 09-PWM-0661 COM 2 (05/11) TRST 006432.051811 EFTA01441272 t . • . - r, The Haste Ttust TRUST AGREEMENT dated r*""""'" ^ , 1991 . between JEFFREY E. EPSTEIN, as Oraruor, and JEFFREY E. EPSTETN, as Tnistee. £XBSX (a) The Giantor hetshf transfers to the Tiustee the pioper" described in Schedule A annexed hereto, to be administem) and disposed of as provided in this Agreement. (b) The Trustee sball retain such pioper0". IN TRUST, for tbe foiloiying putposes; 0)To pay any pait.or 41U of Ute incotne and such mmi ftom or eny part or all of-the pr"clpai of the Trust as tbe Trustee; io his discretion, from time to time determaas for any reason whatsoever to, for, or Od behalf of tbe GraolDr. Atiy income not $0 paid shall anrntBlly ^ added to the principal. <til0a4he death of tist Gtanior. to dii"pose of the mnaitiing income f and"ptindpal of tite l"rust, tnclttdiog any property received by (he ' -V:Trust as a result of tbe Craator-'s death to the estate of U»' Crantor. In exercising any discr"on the Trustee, may, init Shall cot be r»}Qired to, consider and accept as correct any statement which be beUeves to be reliable made by -any person, inchiding a peison iitfeFested in &e way in which the dissretion is exercised. The Trustee, in exercising any discretionary .authority given to htm under any provision of this Agreement, shall not be required to take into account any CNther resources of -Ik) EFTA01441273 inoome or of principal available to the person to wtiont a distributibn is under consideration. In extension and not m limitation of authonty which the Trustee would - otherwise have pursuaiit tO;law or-ifl-suant to the other provisions'of this Agreements the .1 Grantor directs that the Trustee hivc the CoUowing disaetionary powera:. (a) To retain'for as long a peiriod of time as Ite may consider advisable or proper any prop«ty of any kind which may at any time be in his hands. (b) To sell at public or private sale ox to exchange any property which may at any time bfB in his hands,-, "nkhoutapplica^^ any court; on any lemisrwhi" be may . consider advisable or proper, including terms mvoiving an extension of credh for any period of time and wifli or Without securilyN."" (c) To acquire, buy, sell, conhvct to buy, contrjct to sell;i se\l short,'buy-on mar^. exchange, engage in risk arbitrage transactions with reflect to,.and.trade m stocks (common or prefened), 'bond$,^"Rote$,'<.-^obligatiO'ns. (secured.or Unsecured), securities of open-ond and closed-cndi^investment companies and common-trust Auds, oAer securities (issued or to be,issued); commodities, funires, options, executory : contniGts for'the purchaseppr:'Slak'"""" property, real or personal„of any kind, whether similar or dissimilaf to that specifically enumerated, and iroeiests in. auy of the foregoing, widiout being bound by any provision of taw resnicting -investments by trustees, and without regard to any principles of diver$ificad6a>.,. >", f-V; IV.'-"" 1: 1-y^-" l•-"^",1- -'• 1^ "•'"•'-•->V;" j^-li'Sy^ j ^ I> ^ (d) ' To puichase, sell or exercise conversion, subscriptiim and other rights, and warrants, puts, caUa, 'SI[niddles, and other options, to m^te payinents m connecdon therewith and to seU naked options, whether calls or'puts, )md to deal in •' : EFTA01441274 other financial' - instruments. (e) To maJs any authorized tranuction for cash or on credit or partly for cash . aad-pirtfy 00 credit; with or without security, or: partiy or \/holly f^tb borrowed i^ndsv ,: (0 To bonrow money for any purpNe and td pledge or mortgage pcoperty as security fbr money borrowed or for other transactions. EFTA01441275 (g) To'partkipate in reorganlzaticHis, consolidations. mer;^s, liquidations, or other capital adjustments affecting securities held by him. (h) To retain any mterest in, to invest in and to become a member of, any paitnership or johit venture, to comply with all the terms and provisions of every partber$hq> and joim venture relating lo any investment at any; lime held by him,- and; to vote. execuDB consents, exercise all rights and take such other action with respect to any partnership or job)t venture as he, in his discretion, deems advisable, ' (i) To invest in or otherwise acquire any property, real or, personal, of any kind, without limitation, wrtbout being bound by any provision of law testrkUng inveatnients by'trustees/-induding ^ secured and unsecured obligations, mutual and common. fUnds, other securities, mortgages, and uiterests and options in aegr o^T the foregoing. , ti) • To pennit fUnds to remain uninvested, and to. retain for an unlimited period of time and to ai^pure aod retain proper^ ?iliich.is not-productive of income. (k) To hold securities in die oames of^noininces or in such form as lo pass by f delivery and to remove property ito or from any jurisdiction, (I) To empby attorneys^ accountants, investnent advisers, securi^ analysts, broils, agents, clerk*; bookkeepers;'^^bwgrapher8 and assistants; ami to pay; the fair aod reasonable vahie of tatk services, and in connection widi ibis power a Trustee who is jua attonsey, an accoui^ of which a^Trvstee' is a panner or employee may be tetahwd on bdialf of the Trust hereunder and compensated for servioes rendered. (m) To lend money or odier property to any person, corporation, paitnership, estate^ Tiu^ or other enti^. (n) To distribiite income or principal in cash oir in kind or partly in each. Such distributions may be made to any tnistee, beneficiary or renraintettnan with property that is like-or different from the pioperty used to make any odier distribution tq any other, trustee, benefkisry or remainderman. co) To hold all or part of du property held hereunder in common Investments or ftmds. EFTA01441276 (p) To qierate, repair, alter and unprove any real property whkh he may hold or in which he may hold on interest or s participation: to erect or demolish buiMiogs , -:;tbereon; U> eoter'intO ;leases. for"Buoh rcar.propet" thereof or any imerest or paitKipaiion therein for any period of time; to mortgage viich coal propetty or any part, diereof or any inteiest"or; participation-tbRein"" with respect to si<41 real propetty, mortgages and feasea or any interest or paittc"ation therein for vny period of tiine;-to perfonn, modify, waive provisions of, extend) renew,. temdnste or otherwise act in respect of any sucb leases", mortgages or opdons; to, cause such real pioperty or ariy bterest or paitternation therein or any part theieof and himself to be insured against any and ali risks; lo retain an agimt or agents for any of the Toregoing purposes;; and*to do. or omit< 'We'd() anything of any kind orniature with respect to any such real proper^ any pan thereof, or'any interesrtic option with te^iecl thereto and the managetnett thereof which he may; in fais'discretioii consider'advisable;, -whether or not such act or omiraion is heiefaabove qiecificaUy meiitbned, without being.bound by restrictions which might otherwise be'applicable and widiout court appiovsl. y , <q) To detmnine, in/case'v,of reasonable doubt on his. part, whether any proper^' coming imo his hanis oonstitutes incoQie or prmcipal, ami wh^ or expenditure made by lunishan.^be diarged to income or to principal, . (r) To becoiiw,or continue to be on o£Bcer, <llrector or employee of .any corporation, stock .of whk^ may be owned by the Grantor's estate or the Trust cieated hneunder atid as snch officer, director or employee to receive a salary, bonus or odier corojpensation in reasonable amount fbr services rendered bo said corpomdon. is) To-delicate to.any one of the Triistees iiny nondiscredonary power, including but not limited to the power, singly or with otheci. to sign checks, witiidrawal slips, instructions for the receipt or delivery of securtties or other property, and instructions for the payment or receipt of money, rand the {Kiwe^ to have access to any safe'deposit box oi- olllier place: where pro pursuant to this Agreement is deposited. (t) To ttansfer any property which be may at any time bokl to any jurisdiction which lie; deems advisable. •o»»t;1. EFTA01441277 EFTA01441278 The Trustee shall continue to have all the powers herein vested in him until the fmal distribution of all propetty in bis hands. The Grantor'-audTorizes and eh-wers the Trustee to sell, to continue or to liquidate, in whole or in part, the Tmst's inteiest in any corporation, partnership, individual proprietorship or odier business, subject, however, to the provisions of any stockholders' Agreement or odier Agreement with respect-to such business, which may be in force. Any such sale.may be at a price and on terns or conditions which die Trustee in good fai0i considers fair and advisable. Any such sale may be made to any one or more of the Grantor's business associates, any one or more en-loyees of any business ui whkh the Grantor may be engaged„ and any one or more of die Grantor's relatives, even Ihou- said business associates, employees and'relatives, or any.of tittm-, nuiy be a Trustee under tlus Agreement.' The'-Grantor finther audiorizes and empowers the Trustee to acquire and to conduct anj-.business of any kind, of any interest in any, such business, in partnership, indlviduid;" corporate or other form, and to continue such >' * business or inteiest dierein as long as he may consider it advisable, and to enter into --'y, • "- • : connacts, make expenlihues and dp all other acts which he may regard as necessary or proper in connecdon widi tne acquiidtion and conduct of such business or interest dierein. Such audtority and jKiwor may be exercised notwiUistandmg the partwipation of one or more of dx Tnut«*-in such business in his individual capacity. The acquisition and conduct of such tusbess or interest dierein shall be at the risk of die Trust acquiring or conducting such btisiness or interest dierein, and the Grantor hereby exonerates die Triistee fran any personal loss or UabitiQr which he might otherwise incur by reason of the acquisition or coi-hict of such business of interest ttierein. The authority granted m EFTA01441279 the Trustee pursuant to this article shall be In addition Ao and nol in limitation of die powers granted to hun elsewhere in this Agreement The Grantor makes die following provisions wilh respect to the Trustee; EFTA01441280 <a) ' UK last acting Ttustee is authorized to designate one or more additional or successor Tnistees. Designatiotts shsll be in'writing and may be revoked in writing by ttie maloer thereof at any time prior to the qualification of die person designated. (b) If at any time oo Tnistee k acting and no syuxessor has been designated or nb successor who hss been designated is avaiiable to act,'JEFFREY A. SCHAi" is appointed as successor Trastee. . (c) Any frustee may resign iljy giving notict- to lake effect on die date specified in said notice. . . (d) A Tmstee may resign or qualify bnly by a written instrument mailed or deUvensd to the Grantor or a Tntstee then, acting, <e) No Triistee at any time actifio hereunder shall be required to give any bond, undertaking, or odier security fi"t"aielsithfid perfannance of his duties in any jurisdiction or to liable for die acts or omissions of dxty-.xiiist Tmstee.-. (0 additional Tnistees. ^ -Any refererea: herein to flie Trustee shalTmblude survivore,' suwessors and '4" The Gran&n', or'tuoy ""odier ipexson, widi the consent of the Triistee, shall li&ve the right to maioe additions to the Trust hereunder, by will or otherwise by transferring to d» Th«lee,a(ilditional rtsal or personal progwrty. x"." A: ;of Ins ability; i 4 1 IMYYYYYr"""ct?'. The Trustee Trustee hereby accept:, the Trust and agree to .execute it,to the best ' xy EljjfiO'II. • ' r. ' - • /:-\ .,'7:-w-v::./- EFTA01441281 The Grantor retains die right at any time or tildes during his life to revoke, in whole or in part, ttiis Agreement and the Trust cteatol hereunder and to receive a poraon or the entire tncome and princgiall. "nie Oranmr.retains die ril^t at any time or tmes during his life to amend tius Agreement and the Ihist created hcnwiKicr. EFTA01441282 The (jrantor may revoke or amend this Agreenient and thc-.Triist created, hereunder by a written and acknowledged instiument. The right to revoke or amend die Trust shall be a personal right of die Grantor snd may not be exercised on his bebalf by any guardian, conservator, committee or other such entity. This Agreement and die Trust created hereunder shall become irrevocable and unamepdable upon die Grantor's death. NINTH This Agreement and the Trust hereby created sball be construed and regulated by ttw law* of dve Stale of New York. This Agreemem and die Trust created hereunder may be referred to as The Haze TVust • y * • • yi . - \yy""""::i.J" as of die day and year first alwv""syTrittenr" S f - - t;-> X • IN WITNESS WHEREOF, die uwtersigned bave e»ecuted Ous Agreement JEFEBEY E. EPSTEIN, Grantor "y ^ JEFPREV^E, EPSTEIN, Tmstee JEFPREV^E, OTSTEIN, Tnu 10111. t EFTA01441283 SCHISDULEA SI00.00 . <dm •;>:'^^^ 'V^-'.-v^^i 8 EFTA01441284 STATE OF f-'f COUNTY OF "1 On die day of P""P , i"„f personally came JEFFREY E. EPSTEIN, to me known and known to me to be the individual described in and who executed the (otegohig instrument, and duly acknowledged to me diat he executed die aame. I Notaiy llpublic ' x\vtoMsry Pufalki, State ti ttowUMl No,018e48539a.c» ;Oualif led In RocWand County f t '-'S'.:".'""mi2' EFTA01441285 ACCEPTANCE OF SUCCESSOR TRUSTEE OF THE HAZK TRUST , WHEREAS, Jeffrey E. Epstein is Trustee oflhe Haze frust (die 'Tnisl"), created.pursuant to a trust agreemeni dated Febi-uary 9,1999 between JelTrey E, Epstein, as Grantor, and Jeffrey E. Epstein, as Tmstee (tiae "Trust Agrcenienf0; esid " ' WHEREAS, JelTrey E. Epstein, Tiustoi of the Trust, pursuant lo the provisions of Article FIFTH, paragraph (a) of die Trust Agreement, designated Darren K. Indyke, to act as Trastee of die Trust; ' . NOW, THEREFOR^ the undersigned hereby accepts fus appointment as Trustee and agrees to be bound by ail the terms and conditions ofthe Tnist Agreement, elTective tirom and afier the date thereof. ?"'--\j-s\-';'-"!;.:"i.i."sd Datedasof: M8y8,'2(K)7 t >" / / \5N .Dannsn K. Indyke EFTA01441286 TTfE HAZE TRUST • Peslfldatkin ofTrustee 1 2. 3. • The Hare Tnisi (die 'Trust") was created under a trust agreemem dated Fetaniary 9,1999 between Jeflrey E, Epstein, as Gmnior, and Jeffrey E. Epstein, as Tnistee (thc "Trust Agntcmeni"), Pursuant to the provisions of Article FIFTH, paragraph (a) of die Trust Agreement, the Trustee is authorized to designate one or more additional Trustees of die Tnist, and such designations !^all be in writing. Jef&ey E, Epstein, as Trustee, hereby designates Darren K. !nd:^e, to act as Trustee of the Trust, effective from and after die date hereof Datedasof May8,2007 :w...'-.-r'JBB :.'J^^-: EFTA01441287