EFTA00027987

#### IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS DIVISION OF ST. THOMAS AND ST. JOHN ********************************

# IN THE MATTER OF THE ESTATE OF ) JEFFREY E. EPSTEIN )

Deceased. )

PROBATE NO. ST-19-PB-

ACTION FOR TESTATE ADMINISTRATION

### AFFIDAVIT

)

)

1, Erika A. Kellerhals, hereby depose or otherwise state that I do not know of any will or codicil of Jeffrey E. Epstein, deceased, other than the instrument in writing dated August 8, 2019; that I received the Last Will and Testament of Jeffrey E. Epstein from Jeffrey E. Epstein, and the said Jeffrey E. Epstein died on or about August 10, 2019.

Erika A. Keller als

SUBSCRIBED AND SWORN to before me

This le l day of , 2019. Grete 4. Geary

LW Pa NP-14445 Convideilon Empac OlowiMrri.20lIl ai St t_

# LAST WILL AND TESTAMENT

# OF

# JEFFREY E. EPSTEIN

I, JEFFREY E. EPSTEIN, a resident and domiciliary of St. Thomas, United States Virgin Islands, do make, publish and declare this to be my Will hereby revoking all prior Wills and Codicils made by me.

1: I direct my Executor to pay from my estate all expenses of my last illness, my funeral and burial expenses, the administration expenses of my estate and all of my debts duly proven and allowed against my estate.

A. I direct my Executor to pay from my estate, as compensation to each Executor for serving as Executor hereunder, the sum of Two Hundred Fifty Thousand Dollars (\$250,000) to each Executor upon the completion of probate of my estate. No Executor shall receive any other compensation for serving as Executor hereunder; provided, however, that my Executor shall be reimbursed from my estate for all reasonable costs, expenses, charges, and liabilities incurred or paid in respect thereto, including fees and expenses of counsel or any other agents hired by my Executor, and my Executor shall not be liable therefor individually.

B. I direct my Executor to pay from my estate the federal and state transfer taxes described in Paragraph B(1) of Article SEVENTH.

C. I direct my Executor to pay from my estate all expenses of storing, insuring, packing, shipping and delivering my tangible personal property in accordance with the provisions of Article SECOND.

2: I give all of my property, real and personal, wherever situated, after the payments and distributions provided in Article FIRST, to the then acting Trustees of The 1953 Trust ("Trust') created under that certain Trust Agreement of The 1953 Trust (the 'Trust Agreement') dated August 8, 2019, as the same may be amended from time to time, to be held in accordance with the provisions comprising the Trust Agreement at the time of my death.

3: I appoint DARREN IC INDYKE and RICHARD D. KAHN to serve as the Executors of this Will. If any one or more of my Executors fails to qualify, is unable or unwilling to serve or ceases to act, I appoint BORIS NIKOLIC, as successor Executor. If any successor Executor fails to qualify, is unable or unwilling to serve or ceases to act, I authorize the last acting Executor to designate his or her successor. Such designation shall be made by written instrument delivered to such designated successor Executor.

A. If my estate must be administered in whole or in part in any jurisdiction other than the state or territory of my domicile at the date of my death, and if my Executor is unable or unwilling to serve in such jurisdiction, then I appoint the successor Executor of my estate designated in Paragraph A of Article THIRD as successor Executor in such

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jurisdiction only, provided that he or she is able and willing to serve in such jurisdiction. If no Executor or successor Executor is able and willing to serve in such jurisdiction, my Executor shall designate a successor Executor to serve in such jurisdiction. Such designation shall be made by written instrument delivered to such successor Executor.

in any jurisdiction.

- B. No bond or other security shall be required of any Executor
C. Any Executor may resign in the manner provided for by the governing statutes of the state or territory having jurisdiction of the administration of my estate or in the absence of such statutory guidance, by filing a written notice of resignation with the Court having jurisdiction of the administration of my estate. Any Executor who resigns shall not be entided to any compensation hereunder for any services rendered as Executor prior to his or her resignation.

D. My Executor shall not be accountable or responsible to any person interested in my estate for the manner in which my Executor in good faith exercises or declines to exercise any discretionary authority or power of my Executor. My Executor shall not be liable for any loss or depreciation in value occasioned by reason of any negligence, error or mistake of judgment in entering into any transaction, in making any sale or investment, in continuing to hold any property or by reason of any action or omission, whether by my Executor or any other fiduciary, unless my Executor has acted in bad faith. In the absence of proof by affirmative evidence to the contrary, each Executor shall be deemed to have acted within the scope of my Executor's authority, to have exercised reasonable care, diligence and prudence and to have acted impartially as to all interested persons. An Executor shall not be liable for the acts or defaults of another Executor.

4: The following provisions shall apply to my estate and to my Executor, except as is otherwise specifically provided in this Will:

A. My Executor has the entire care and custody of all assets of my estate. My Executor has the power to do everything my Executor in good faith deems advisable without necessity of any judicial authorization or approval, even though but for this power it would not be authorized or appropriate for fiduciaries under any statutory or other rule of law. My Executor shall exercise my Executor's best judgment and discretion for what my Executor believes to be in the best interests of the beneficiaries hereunder. Except as otherwise specifically provided in this Will, if two Executors are empowered to participate in the decision to exercise or not to exercise any fiduciary power granted by this Will or by law, such decision shall be made by such Executors acting unanimously. If more than two Executors arc empowered to participate in the decision to exercise or not exercise any fiduciary power granted by this Will or by law, a majority of such Executors shall be empowered to make such decision.

- B. Except as otherwise provided herein, my Executor shall have
the power

(1) to enter upon and take possession of the assets of my estate and collect the income and profits from such assets, and to invest and reinvest such assets in real, personal or mixed assets (including the common trust funds of a corporate

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fiduciary) or in undivided interests therein without being limited by any present or future investment laws;

(2) to retain all or any part of the assets of my estate (without regard to the proportion that any one asset or class of assets may bear to the whole) in the form in which such assets were received or acquired by my Executor;

(3) to sell or dispose of, exchange, transfer, invest or loan all or any part of the assets of my estate which may, at any time, be held by my Executor for such sums or upon such terms as to payment, security or otherwise as my Executor determines, either by public or private transactions;

(4) to buy and sell options, warrants, puts, calls or other rights to purchase or sell (collectively "options") relating to any security or securities, regardless of whether such security or securities are then held by my Executor, and whether such options are purchased or sold on a national securities exchange, and to exercise with respect to such options all powers which an individual owner thereof could exercise, including, without limitation, the right to allow the same to expire;

(5) with respect to oil, natural gas, minerals, and all other natural resources and rights to and interests therein (together with all equipment pertaining thereto), including, without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and gas interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire or otherwise, or alone or jointly with others as partner, joint tenant, or joint venture in any other noncorporate manner, (a) to make oil, gas and mineral leases or subleases; (b) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of such rights and interests; (d) to surrender or abandon, with or without consideration, any or all of such rights and interests; (e) to make farm-out, pooling, and unitization agreements; (f) to make reservations or impose conditions on the transfer of any such rights or interests; (g) to employ the most advantageous business form in which properly to exploit such rights and interests, whether as corporations, partnerships, limited partnerships, mining partnerships, limited liability companies, joint ventures, co-tenancies, or otherwise exploit any and all such rights and interests; (h) to produce, process, sell or exchange all products recovered through the exploitation of such rights and interests, and to enter into contracts and agreements for or in respect of the installation or operation of absorption, reprocessing or other processing plants; (i) to carry any or all such interests in the name or names of a nominee or nominees; 0) to delegate, to the extent permitted by law, any or all of the powers set forth herein to the operator of such property; and (k) to employ personnel, rent office space, buy or lease office equipment, contract and pay for geological surveys and studies, procure appraisals, and generally to conduct and engage in any and all activities incident to the foregoing powers, with full power to borrow and pledge in order to finance such activities; together with the power to allocate between principal and income any net proceeds received as consideration, whether as royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals, and all other natural resources;

(6) to hold all or any part of the assets of my estate in cash or in bank accounts without the necessity of investing the same;

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all or any part of the assets of my estate;

(7) to improve, repair, partition, plat or subdivide

(8) to litigate, defend, compromise, settle, abandon or submit to arbitration on such terms and conditions as my Executor determines any claims in favor of or against my estate or the assets of my estate;

(9) to loan or borrow money in such amounts and upon such terms and conditions as my Executor determines, assume such obligations or give such guarantees as my Executor determines, for the purpose of the acquisition, improvement, protection, retention or preservation of the assets of my estate, or for the welfare of the beneficiaries of my estate;

(10) to carry on for as long and in such manner as my Executor determines any business enterprise in which I owned any interest at my death, either individually, or as a partner, member, joint venture, stockholder or trust beneficiary; to sell such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve, liquidate or undertake any other extraordinary corporate transaction relating to such business enterprise;

(11) to vote in person or by proxy any and all stock or securities and to become a party to any voting trusts, reorganization, consolidation or other capital or debt readjustment of any corporation, association, partnership, limited liability partnership, limited liability company or individual with respect to stocks, securities or debts held by my estate;

(12) except as provided for in Sections (20) and (21) of this Article Fourth, to enter into any good faith transactions with any Executor individually or with any corporation, partnership or other entity in which any Executor has an ownership interest;

(13) To purchase from my estate any stocks, bonds, securities, real or personal property, or other assets, or make loans to my estate even though the same person or persons occupy the office of my Trustee and the office of the Executor of my estate;

(14) to lease, mortgage, pledge, grant a security interest in or otherwise encumber all or any part of the assets of my estate for any term of years whether or not beyond the duration of my estate (including, without limitation, any such action for the benefit of any of the beneficiaries of my estate);

(15) to abandon any property of my estate, real or personal, which my Executor may deem worthless or not of sufficient value to warrant keeping or protecting; to abstain from the payment of taxes, water rents or assessments and to forego making repairs, maintaining or keeping up any such property; and to permit such property to be lost by tax sale or other proceedings or to convey any such property for a nominal consideration or without consideration so as to prevent the imposition of any liability by reason of the continued ownership thereof;