EFTA00589279

AMENDED AND RESTATED DEMAND PROMISSORY NOTE 
$30,500,000.00 
April 14, 2017 
FOR VALUE RECEIVED, the undersigned, Plan D, LLC, a U.S. Virgin Islands 
limited liability company (the "Maker"), hereby unconditionally promises to pay to the 
order of BV70 LLC, a New York limited liability company with an address at do 
Elysium Management LLC, 445 Park Avenue, Suite 1401, New York, NY 10022 (the 
"Holder"), the principal amount of Thirty Million Five Hundred Thousand Dollars 
($30,500,000.00), together with interest on the unpaid principal balance at an initial rate 
per annum equal to the Federal short-term rate, as published by the Internal Revenue 
Service pursuant to Section 1275(d) of the Internal Revenue Code, compounded 
semiannually (the "Short-Term Rate") in effect for the month first above written. The 
interest rate on the unpaid principal amount of this Note shall be adjusted as of January 1 
and July 1 of each year to the Short-Term Rate in effect for such January and July, as the 
case may be. 
The unpaid principal balance of this Note, and all accrued interest thereon, shall 
be due and payable within two (2) business days of written demand therefor given by the 
Holder to the Maker. 
The unpaid principal balance of this Note and all accrued interest thereon may be 
prepaid, in full or in part, at any time or from time to time without premium or penalty. 
All payments of principal and interest hereunder shall be made in lawful money 
of the United States, in immediately available funds at do Elysium Management LLC, 
445 Park Avenue, Suite 1401, New York, NY 10022 (or at such other place as the 
Holder may designate in writing to the Maker). 
This Amended and Restated Demand Promissory Note (this "Note") reflects the 
amendment and restatement of an original Demand Promissory Note, dated March 30, 
2017, of the Maker payable to the Holder in the principal amount of Twenty-Two Million 
Five Hundred Thousand Dollars ($22,500,000.00) (the "Original Note") to include the 
additional provisions set forth in that certain March 31, 2017 Amendment Number 1 to 
Promissory Note of Plan D, LLC, dated March 30, 2017, payable to the order of BV70 
LLC ("Amendment Number I"), an increase in the principal repayment obligation of the 
Maker to the Holder from Twenty-Two Million Five Hundred Thousand Dollars 
($22,500,000.00) to Thirty Million Five Hundred Thousand Dollars ($30,000,000.00) and 
the adoption of certain additional provisions. This Note is not effective unless and until 
signed below by both the Maker and the Holder. Upon execution of this Note by both the 
Maker and the Holder, the Original Note, as amended by Amendment Number 1, 
automatically and without the requirement of any further writings, will be cancelled and 
deemed null and void. 
EFTA00589279

1. Events of Default. 
(a) 
If any of the following events shall occur during the term hereof, such 
events shall be deemed a default by the Maker hereunder (each an "Event of Default"): 
(i) 
The Maker shall have defaulted in the payment of principal or 
interest under this Note as and when the same shall have become due and payable in 
accordance with the terms hereof; or 
(ii) 
There shall have been entered any order, judgment or decree by a 
court of competent jurisdiction for relief in respect of the Maker under any applicable 
Federal or state bankruptcy law or similar law, or appointing a receiver, assignee or 
trustee of all or a substantial part of the Maker's property, assets or revenues; or 
(iii) 
The filing by the Maker of a petition or consent to a petition 
seeking relief under Title 11 of the United States Code, as now or hereafter constituted, 
or any other applicable federal or state bankruptcy, insolvency or other similar law, or the 
consent by the Maker to the institution of proceedings thereunder or to the filing of any 
such petition or to the appointment or taking of possession by a receiver, liquidator, 
assignee, trustee or custodian, of any substantial part of the property, assets or revenues 
of the Maker, or the making by the Maker of an assignment for the benefit of creditors, or 
the inability of the Maker to pay its debts as they become due and payable; or 
(iv) 
The earliest to occur of the cessation of activities in the ordinary 
course, the winding down and dissolution of the Maker. 
(b) 
In the case of an Event of Default, without any demand, presentment, 
protest or other notice whatsoever to the Maker, or other statutory or other rights of 
redemption, or any other action by the Holder, all of which are hereby expressly waived 
by the Maker, the unpaid principal amount hereof and all accrued interest shall become 
due and payable in full upon the occurrence of any such event and the Holder may 
exercise simultaneously or seriatim any or all of such other rights and remedies as may be 
lawfully permitted under Federal law or state law and any and all of the remedies of the 
Holder set forth herein. 
(c) 
All payments made hereunder shall first be applied to accrued interest and 
then to principal. 
2. 
Loss, Etc. of Note. 
Upon receipt of evidence reasonably satisfactory to the Maker of the loss, theft, 
destruction or mutilation of this Note, and of indemnity reasonably satisfactory to the 
Maker, if lost, stolen, destroyed or mutilated, the Maker shall execute and deliver to the 
Holder a new note identical in all respects to this Note. 
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3. 
Collection Costs. 
In the event that it becomes necessary to enforce the provisions of this Note 
against the Maker in order to collect any amounts due hereunder, all costs, fees and 
expenses of such enforcement, including, without limitation, all attorneys fees and 
disbursements and all fees and disbursements of other professionals relating to the 
enforcement of any obligations under this Note, when incurred shall be deemed to be 
additions to principal and shall become immediately due and payable hereunder. 
4. 
Non-Waiver. 
The Maker hereby expressly waives presentment for payment, demand for 
payment, notice of dishonor, protest, notice of protest, notice of non-payment, and all 
lack of diligence or delays in collection or enforcement of this Note. The Holder may 
extend the time of payment of this Note, postpone the enforcement hereof, release any 
collateral securing this Note, or grant any other indulgences whatsoever without affecting 
or diminishing the Holder's rights under this Note, which rights are hereby expressly 
reserved. Any waiver of any provision hereof must be in writing. No failure on the part 
of the Holder to exercise, and no delay in exercising, any right, power or privilege under 
this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any 
right, power or privilege under this Note preclude any other or further exercise thereof or 
the exercise of any other right, power or privilege. The remedies herein provided are 
cumulative and not exclusive of any and all other remedies provided by law. 
5. 
Succesors and Assigns. 
This Note is binding upon the Maker and its successors and assigns; provided, 
however, that the Maker shall not be entitled to assign or delegate any rights or 
obligations under this Note without the prior written consent of the Holder. The Maker 
hereby consents to the Holder's sale, assignment, transfer or other disposition at any time 
or times hereafter, of this Note, or any right or interest herein contained to any "affiliate" 
of the Holder. 
For purposes hereof, the term "affiliate" shall mean any person 
beneficially owning a majority of the ownership interests of the Holder or any entity 
beneficially owned by such person. Upon such permitted assignment, the permitted 
assignee shall have all of the rights of the Holder to enforce any of the provisions of this 
Note. The Maker agrees not to assert as against any such permitted assignee any claims, 
offsets, deductions or defenses it may have against the Holder for breach of this Note or 
otherwise. 
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6. 
Amendment and Modification. 
This Note may be amended, modified or supplemented only by written agreement 
signed by the Holder and the Maker. 
7. 
No Right of Offset. The Maker agrees that it shall have no right to assert 
against the Holder any offset or deduction from any amount due and payable under this 
Note by reason of any right or claim against the Holder arising from any cause or 
circumstance whatsoever, whether previously existing or hereafter arising. 
8. 
The Maker's Due Authorization. The Maker hereby represents and 
warrants to the Holder that (a) the Maker has full power and authority to borrow the sum 
of Thirty Million Five Hundred Thousand Dollars ($30,500,000.00) from BV70 LLC on 
the terms and conditions provided in the Note (the "Borrowing"), and to execute and 
deliver the Note to the Holder, (b) the Borrowing, and the execution and delivery of the 
Note by the Maker have been duly authorized by all necessary limited liability company 
action of the Maker, and (c) the Note has been duly executed and delivered by the Maker, 
and constitutes a valid, legal and binding obligation of the Maker, enforceable in 
accordance with its terms, except as such enforceability may be limited by bankruptcy, 
insolvency, reorganization or similar laws affecting the rights of creditors generally and 
subject to general principles of equity. 
9. 
Notices.
All notices, requests, demands and other communications required or permitted 
hereunder shall be in writing and shall be deemed to have been duly given if delivered by 
personal delivery, reputable overnight courier service, certified mail (postage pre paid, 
return receipt requested), by email or by telecopy, as follows: 
If to the Maker: 
BV70 LLC 
Email: 
If to the Holder: 
Plan D. LLC 
Any party hereto may change the address to which notices, requests, demands and 
other communications to such party shall be given hereunder by giving notice thereof to 
the other party hereto in the manner herein provided. Notices shall be deemed given at 
the time they are delivered personally; if by overnight courier, the next business day 
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EFTA00589282

following the delivery thereof to such courier (or such later date as is demonstrated by a 
bona fide receipt therefor); if given by certified mail (postage pre-paid, return receipt 
ar
tested), three days after deposit in the mail; or if given by email or facsimile prior to 6 
on a business day, on the business day on which the email or facsimile transmission 
is transmitted (receipt confirmed). 
10. 
Governing Law. 
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE 
TO CONTRACTS TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING 
EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS APPLICABLE THEREIN. 
11. 
Waiver of Jury Trial. 
TO THE EXTENT PERMITTED BY LAW, THE MAKERS AND THE 
HOLDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY. 
12. 
Faxed and Scanned Signatures. 
Signatures of this Note transmitted by fax, or scanned and then transmitted by 
email transmission shall have the same effect as original signatures. 
PLAN D, LLC 
Maker 
Jeffrey Epstein, Sole Member 
On April 14, 2017, before me, the undersigned, personally appeared Jeffrey Epstein, 
personally known to me or proved to me on the basis of satisfactory evidence to be the 
individual whose name is subscribed to the within instrument and acknowledged to me that 
he executed the same in his capacity as Sole Member of Plan D, LLC, a U.S. Virgin Islands 
limited liability company, and that by his signature on the instrument, Plan D, LLC executed 
the instrument. 
Notary Public 
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EFTA00589283