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Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 1 of 12 United States District Court Southern District of New York VIRGINIA L. GIUFFRE, Plaintiff, CASE NO: V. GHISLAINE MAXWELL, Defendant. i COMPLAINT Boies Schiller & Flexner LLP 575 Lexington Avenue New York, NY 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 2 of 12 Plaintiff, VIRGINIA L. GIUFFRE, formerly known as Virginia Roberts (“Giuffre”), for her Complaint against Defendant, GHISLAINE MAXWELL (“Maxwell”), avers upon personal knowledge as to her own acts and status and otherwise upon information and belief: NATURE OF THE ACTION 1. This suit arises out of Defendant Maxwell’s defamatory statements against Plaintiff Giuffre. As described below, Giuffre was a victim of sexual trafficking and abuse while she was a minor child. Defendant Maxwell not only facilitated that sexual abuse but, most recently, wrongfully subjected Giuffre to public ridicule, contempt and disgrace by, among other things, calling Giuffre a liar in published statements with the malicious intent of discrediting and further damaging Giuffre worldwide. JURISDICTION AND VENUE 2. This is an action for damages in an amount in excess of the minimum jurisdictional limits of this Court. a: This Court has jurisdiction over this dispute pursuant to 28 U.S.C. §1332 (diversity jurisdiction) as Giuffre and Maxwell are citizens of different states and the amount in controversy exceeds seventy-five thousand ($75,000), exclusive of interest and costs. 4. This Court has personal jurisdiction over Maxwell. Maxwell resides in New York City, and this action arose, and defamatory statements were made, within the Southern District of New York. 5: Venue is proper in this Court as the cause of action arose within the jurisdiction of this Court.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 3 of 12 PARTIES 6. Plaintiff Giuffre is an individual who is a citizen of the State of Colorado. 7. Defendant Maxwell, who is domiciled in the Southern District of New York, is not a citizen of the state of Colorado. FACTUAL ALLEGATIONS 8. Virginia Giuffre became a victim of sex trafficking and repeated sexual abuse after being recruited by Ghislaine Maxwell and Jeffrey Epstein when Giuffre was under the age of eighteen. 9. Between 1999 and 2002, with the assistance and participation of Maxwell, Epstein sexually abused Giuffre at numerous locations including his mansions in West Palm Beach, Florida, and in this District. Between 2001 and 2007, with the assistance of numerous co-conspirators, Epstein abused more than thirty (30) minor underage girls, a fact confirmed by state and federal law enforcement. 10. As part of their sex trafficking efforts, Epstein and Maxwell intimidated Giuffre into remaining silent about what had happened to her. 11. In September 2007, Epstein entered into a Non-Prosecution Agreement (“NPA”) that barred his prosecution for numerous federal sex crimes in the Southern District of Florida. 12, In the NPA, the United States additionally agreed that it would not institute any federal criminal charges against any potential co-conspirators of Epstein. 13. As a co-conspirator of Epstein, Maxwell was consequently granted immunity in the Southern District of Florida through the NPA. 14. Epstein ultimately pled guilty to procuring a minor for prostitution, and is now a registered sex offender.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 4 of 12 1: Rather than confer with the victims about the NPA, the U.S. Attorney’s Office and Epstein agreed to a “confidentiality” provision in the Agreement barring its disclosure to anyone—including Epstein’s victims. As a consequence, the victims were not told about the NPA. 16. On July 7, 2008, a young woman identified as Jane Doe No. 1, one of Jeffrey Epstein’s victims (other than Giuffre), filed a petition to enforce her rights under the Crime Victims’ Rights Act (““CVRA”), 18 U.S.C. ¥ 3771, alleging that the Government failed to provide her the rights promised in the CVRA with regard to the plea arrangement with Epstein. The litigation remains ongoing. i. On or about May 4, 2009, Virginia Giuffre—identified then as Jane Doe No. 102—filed a complaint against Jeffrey Epstein in the United States District Court for the Southern District of Florida. The complaint included allegations made by Giuffre that pertained to Maxwell. 18. In pertinent part, the Jane Doe No. 102 complaint described in detail how Maxwell recruited Giuffre (who was then a minor girl) to become a victim of sex trafficking by introducing Giuffre to Jeffrey Epstein. With the assistance of Maxwell, Epstein was able to sexually abuse Giuffre for years until Giuffre eventually escaped. 19. The Jane Doe No. 102 complaint contained the first public allegations made on behalf of Giuffre regarding Maxwell. 20. As civil litigation against Epstein moved forward on behalf of Giuffre and many other similarly-situated victims, Maxwell was served with a subpoena for deposition. Her testimony was sought concerning her personal knowledge and role in Epstein’s abuse of Giuffre and others.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 5 of 12 21. To avoid her deposition, Maxwell claimed that her mother fell deathly ill and that consequently she was leaving the United States for London with no plans of ever returning. In fact, however, within weeks of using that excuse to avoid testifying, Maxwell had returned to New York. 22. In 2011, two FBI agents located Giuffre in Australia—where she had been hiding from Epstein and Maxwell for several years—and arranged to meet with her at the U.S. Consulate in Sidney. Giuffre provided truthful and accurate information to the FBI about Epstein and Maxwell’s sexual abuse. 23: Ultimately, as a mother and one of Epstein’s many victims, Giuffre believed that she should speak out about her sexual abuse experiences in hopes of helping others who had also suffered from sexual trafficking and abuse. 24. On December 23, 2014, Giuffre incorporated an organization called Victims Refuse Silence, Inc., a Florida not-for-profit corporation. ao, Giuffre intended Victims Refuse Silence to change and improve the fight against sexual abuse and human trafficking. The goal of her organization was, and continues to be, to help survivors surmount the shame, silence, and intimidation typically experienced by victims of sexual abuse. Giuffre has now dedicated her professional life to helping victims of sex trafficking. 26. On December 30, 2014, Giuffre moved to join the on-going litigation previously filed by Jane Doe 1 in the Southern District of Florida challenging Epstein’s non-prosecution agreement by filing her own joinder motion.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 6 of 12 2d. Giuffre’s motion described Maxwell’s role as one of the main women who Epstein used to procure under-aged girls for sexual activities and a primary co-conspirator and participant in his sexual abuse and sex trafficking scheme. 28. In January, 2015, Maxwell undertook a concerted and malicious campaign to discredit Giuffre and to so damage her reputation that Giuffre’s factual reporting of what had happened to her would not be credited. 29. As part of Maxwell’s campaign she directed her agent, Ross Gow, to attack Giuffre’s honesty and truthfulness and to accuse Giuffre of lying. 30. On or about January 3, 2015, speaking through her authorized agent, Maxwell issued an additional false statement to the media and public designed to maliciously discredit Giuffre. That statement contained the following deliberate falsehoods: (a) That Giuffre’s sworn allegations “against Ghislaine Maxwell are untrue.” (b) That the allegations have been “shown to be untrue.” (c) That Giuffre’s “claims are obvious lies.” 31. Maxwell’s January 3, 2015, statement incorporated by reference “Ghislaine Maxwell’s original response to the lies and defamatory claims remains the same,” an earlier statement that had falsely described Giuffre’s factual assertions as “entirely false” and “entirely untrue.” 32. Maxwell made the same false and defamatory statements as set forth above, in the Southern District of New York and elsewhere in a deliberate effort to maliciously discredit Giuffre and silence her efforts to expose sex crimes committed around the world by Maxwell, Epstein, and other powerful persons. Maxwell did so with the purpose and effect of having

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 7 of 12 others repeat such false and defamatory statements and thereby further damaged Giuffre’s reputation. 33. | Maxwell made her statements to discredit Giuffre in close consultation with Epstein. Maxwell made her statements knowing full well they were false. 34. Maxwell made her statements maliciously as part of an effort to conceal sex trafficking crimes committed around the world by Maxwell, Epstein and other powerful persons. a5: Maxwell intended her false and defamatory statements set out above to be broadcast around the world and to intimidate and silence Giuffre from making further efforts to expose sex crimes committed by Maxwell, Epstein, and other powerful persons. 36. Maxwell intended her false statements to be specific statements of fact, including a statement that she had not recruited an underage Giuffre for Epstein’s abuse. Maxwell’s false statements were broadcast around the world and were reasonably understood by those who heard them to be specific factual claims by Maxwell that she had not helped Epstein recruit or sexually abuse Giuffre and that Giuffre was a liar. OT; On or about January 4, 2015, Maxwell continued her campaign to falsely and maliciously discredit Giuffre. When a reporter on a Manhattan street asked Maxwell about Giuffre’s allegations against Maxwell, she responded by saying: “I am referring to the statement that we made.” The New York Daily News published a video of this response by Maxwell indicating that she made her false statements on East 65" Street in Manhattan, New York, within the Southern District of New York.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 8 of 12 COUNT I DEFAMATION 1. Plaintiff Giuffre re-alleges paragraphs 1 - 37 as if the same were fully set forth herein. Maxwell made her false and defamatory statements deliberately and maliciously with the intent to intimidate, discredit and defame Giuffre. 2. In January 2015, and thereafter, Maxwell intentionally and maliciously released to the press her false statements about Giuffre in an attempt to destroy Giuffre’s reputation and cause her to lose all credibility in her efforts to help victims of sex trafficking. a Maxwell additionally released to the press her false statements with knowledge that her words would dilute, discredit and neutralize Giuffre’s public and private messages to sexual abuse victims and ultimately prevent Giuffre from effectively providing assistance and advocacy on behalf of other victims of sex trafficking, or to expose her abusers. 4, Using her role as a powerful figure with powerful friends, Maxwell’s statements were published internationally for the malicious purpose of further damaging a sexual abuse and sexual trafficking victim; to destroy Giuffre’s reputation and credibility; to cause the world to disbelieve Giuffre; and to destroy Giuffre’s efforts to use her experience to help others suffering as sex trafficking victims. a Maxwell, personally and through her authorized agent, Ross Gow, intentionally and maliciously made false and damaging statements of fact concerning Giuffre, as detailed above, in the Southern District of New York and elsewhere. 6. The false statements made by Gow were all made by him as Maxwell’s authorized agent and were made with direct and actual authority from Maxwell as the principal.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 9 of 12 a The false statements that Maxwell made personally, and through her authorized agent Gow, not only called Giuffre’s truthfulness and integrity into question, but also exposed Giuffre to public hatred, contempt, ridicule, and disgrace. 8. Maxwell made her false statements knowing full well that they were completely false. Accordingly, she made her statements with actual and deliberate malice, the highest degree of awareness of falsity. 2. Maxwell’s false statements constitute libel, as she knew that they were going to be transmitted in writing, widely disseminated on the internet and in print. Maxwell intended her false statements to be published by newspaper and other media outlets internationally, and they were, in fact, published globally, including within the Southern District of New York. 10. Maxwell’s false statements constitute libel per se inasmuch as they exposed Giuffre to public contempt, ridicule, aversion, and disgrace, and induced an evil opinion of her in the minds of right-thinking persons. 11. Maxwell’s false statements also constitute libel per se inasmuch as they tended to injure Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, and inasmuch as they destroyed her credibility and reputation among members of the community that seeks her help and that she seeks to serve. 12, Maxwell’s false statements directly stated and also implied that in speaking out against sex trafficking Giuffre acted with fraud, dishonesty, and unfitness for the task. Maxwell’s false statements directly and indirectly indicate that Giuffre lied about being recruited by Maxwell and sexually abused by Epstein and Maxwell. Maxwell’s false statements were reasonably understood by many persons who read her statements as conveying that specific intention and meaning.

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 10 of 12 12: Maxwell’s false statements were reasonably understood by many persons who read those statements as making specific factual claims that Giuffre was lying about specific facts. 14. Maxwell specifically directed her false statements at Giuffre’s true public description of factual events, and many persons who read Maxwell’s statements reasonably understood that those statements referred directly to Giuffre’s account of her life as a young teenager with Maxwell and Epstein. 15: Maxwell intended her false statements to be widely published and disseminated on television, through newspapers, by word of mouth and on the internet. As intended by Maxwell, her statements were published and disseminated around the world. 16. Maxwell coordinated her false statements with other media efforts made by Epstein and other powerful persons acting as Epstein’s representatives and surrogates. Maxwell made and coordinated her statements in the Southern District of New York and elsewhere with the specific intent to amplify the defamatory effect those statements would have on Giuffre’s reputation and credibility. UT Maxwell made her false statements both directly and through agents who, with her general and specific authorization, adopted, distributed, and published the false statements on Maxwell’s behalf. In addition, Maxwell and her authorized agents made false statements in reckless disregard of their truth or falsity and with malicious intent to destroy Giuffre’s reputation and credibility; to prevent her from further disseminating her life story; and to cause persons hearing or reading Giuffre’s descriptions of truthful facts to disbelieve her entirely. Maxwell made her false statements wantonly and with the specific intent to maliciously damage Giuffre’s good name and reputation in a way that would destroy her efforts to administer her 10

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 11 of 12 non-profit foundation, or share her life story, and thereby help others who have suffered from sexual abuse. 18. As a result of Maxwell’s campaign to spread false, discrediting and defamatory statements about Giuffre, Giuffre suffered substantial damages in an amount to be proven at trial. 19. Maxwell’s false statements have caused, and continue to cause, Giuffre economic damage, psychological pain and suffering, mental anguish and emotional distress, and other direct and consequential damages and losses. 20. Maxwell’s campaign to spread her false statements internationally was unusual and particularly egregious conduct. Maxwell sexually abused Giuffre and helped Epstein to sexually abuse Giuffre, and then, in order to avoid having these crimes discovered, Maxwell wantonly and maliciously set out to falsely accuse, defame, and discredit Giuffre. In so doing, Maxwell’s efforts constituted a public wrong by deterring, damaging, and setting back Giuffre’s efforts to help victims of sex trafficking. Accordingly, this is a case in which exemplary and punitive damages are appropriate. 21. Punitive and exemplary damages are necessary in this case to deter Maxwell and others from wantonly and maliciously using a campaign of lies to discredit Giuffre and other victims of sex trafficking. PRAYER FOR RELIEF WHEREFORE, Plaintiff Giuffre respectfully requests judgment against Defendant Maxwell, awarding compensatory, consequential, exemplary, and punitive damages in an amount to be determined at trial, but in excess of the $75,000 jurisdictional requirement; costs of suit; attorneys’ fees; and such other and further relief as the Court may deem just and proper. 11

Case 1:15-cv-07433-RWS Document1 Filed 09/21/15 Page 12 of 12 JURY DEMAND Plaintiff hereby demands a trial by jury on all causes of action asserted within this pleading. Dated September 21, 2015. /s/ David Boies David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice Pending) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 /s/ Ellen Brockman Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 12

Case 1:15-cv-07433-RWS Document6 Filed 09/25/15 Page 1 of 2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Virginia L. Giuffre, Plaintiff, 15 cv_7433 ) -againstCORRECTED MOTION FOR ADMISSION Ghislaine Maxwell, PRO HAC VICE Defendant. Pursuant to Rule 1.3 of the Local Rules of the United States Courts for the Southern and Eastern Districts of New York, 1 Sigrid S. McCawley _, hereby move this Court for an Order for admission to practice Pro Hae Vice to appear as counsel for __ Plaintiff, VirginiaL.Giuffre sin the above-captioned action. | am in good standing of the bar(s) of the state(s) of Florida and there are no pending disciplinary proceedings against me in any state or federal court. Dated; September 25, 2015 Respectfully Submitted, Applicant Signature Applicant's Name:_Sigrid S.McCawley Firm Name: Boies, Schiller & Flexner LLP Aitirersy _ 40) Res hate Boulevard Bune 1207 City / State / Zip: _ Fort Lauderdale, FL 33301 Telephone / Fax: Tel: (954) 356-0011 / Fax: (954) 356-0022

Case 1:15-cv-07433-RWS Document6 Filed 09/25/15 Page 2 of 2 Supreme Court of Florida Certificate of Good Standing I JOHN A. TOMASINO, Clerk of the Supreme Court of the State of Florida, do hereby certify that SIGRID STONE MCCAWLEY was admitted as an attorney and counselor entitled to practice law in all the Courts of the State of Florida on November 6, 1997, is presently in good standing, and that the private and professional character of the attorney appear to be good. WITNESS my hand and the Seal of the Supreme Court of Florida at Tallahassee, ¢@, COUR? Ge "3 aX f SOS ae aN eA (at ra Ae 4 ? TSS | I<: . a Sued (£8 Clerk of the Supreme Court of Floridt, t33X5p>2=* s, “SOF ES

Case 1:15-cv-07433-RWS Document 7 Filed 09/25/15 Page 1 of 2 Case 1:15-cv-07433-RWS Document 2 Filed 09/21/15 Page 1 of 2 JS 44C/SONY CIVIL COVER SHEET REV 4/2014 The JS-44 civil cover sheet and the information contained herein neither replace mor supploment the filing and service of pieadings of other papers 2s sequined Sy law, except as provided by loca! rules of court This form, approved by the Judicial Conference of the United States in September 1974, is required for use of the Clerk of Court tor the ourpese of initiating (he civi! docket sheet. PLAINTIFFS DEFENDANTS Virginia L. Giulfre Ghislaine Maxwell ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER ATTORNEYS {IF KNOWN) David Boies Boies Schitler & Flexner LLP 333 Main Street Armonk, NY 10504 CAUSE OF ACTION(CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE A BRIEF STATEMENT OF CAUSS {DO NOT CITE JUR.SDICTIGNAL STATUTES UNLESS CIVERSITY) This action involves a defamation claim with diversity jurisdiction. 28 U.S.C.1332 Has lhis action case, or proceeding, or cne essentially the same been previously filed in SDNY az ary time? NdZVes Chhidge Previously Assigned li yes, was this case Vol.[_] Invol. (_] Dismissed. No [—] Yes [[]_ Ifyes. give date _.. & Case No. Is THIS AN INTERNATIONAL ARBITRATION CASE? No [x] Yes LU] {PLACE AN fx iN ONF BOX ONLY) NATURE OF SUIT TORTS ACTIONS UNDER STATUTES CONTRACT PERSONAL INJURY PERSONALINJURY FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES | | 387 HEALTHCARE? 375 FALSE CLAINS {]110 INSURANCE [ ] 319 AIRPLANE PHARMACEUTICAL PERSONAL [ } 625 DRUG RELATED [ 422 APPEAL } {35 STA () +20 MARINE [] SIS AIRPLANE PRODUCT — INJURY/FRODUCT LIABILITY SEIZURE OF PROPERTY 28 USC 15a REAP PORTIONMENT [] 130 MILLER ACT LABILITY | } 355 PERSONAL INJURY "OT USC 881 { ] 423 WITHDRAWAL [| ]41@ ANTITRUST 7 (1140 NEGOTIABLE IN 320 ASSAULT LISEL & PRODUCT LIABILITY 1 J ego OTHER 253 USC 357 [ ] 430 BANKS & BANKING INSTRUMENT SLANDER | ] 386 ASBESTOS PERSONAL 4 | ] 455 COMMERGE 1} 150 RECOVERY OF [ ] 390 FEDERAL INJURY PRODUCT 1] 469 QEPORTATION OVERFAYMENT & EMPLOYERS' LIABILITY PROPERTY RIGHTS f )A70 RACKETEER INFLUENFORCEMENT LIABILITY ENCED & CORRUPT OF JUNGMENT [ ] 340 MAR NE PERSONAL PROPERTY { ] 826 COPYR:GI-TS ORGANIZATION ACT {] 1h MEDICARE ACT = |: 1 345 MAR'NE PRODUCT [ ]83¢ PATENT RICO} | | 192 RECOVERY OF LIABILITY [ } 370 OTHER FRALD [ ] 840 TRADEMARK { ]480 CONSUMER CREDIT DEFAULTED [ ]35¢ MOTOR VEHICLE [1374 TRUTH IN LENDING [ ]490 CABLE/SATELLITE TV STUDENT LOANS =| ) 35 MOTOR VEH:CLE (EXCL VETERANS) PRODUCT LIABILITY SOCIAL SECURITY { ] 850 SECURITIES? 14183 RECOVERY OF [ ] 360 OTHER PERSONAL COMMCDITIES! OVERPAYMENT INJURY [| ]380 OTHER PERSONAL LABOR ( ] €61 HIA (1535!) EXCHANGE OF VETERANS [ 1362 PERSONAL INJURY - PROPERTY OAMAGE { ] 862 BLACK LUNG (323; BENEFITS MED MALPRACTICE {| 1365 PROPERTY DAMAGE [ ] 710 FAIR LABOR | ] 8ES DIWC/DIWW (<05(9)) { } 169 STOCKROLDERS PRODUCT LABILITY STANDARDS ACT { 1864 SSID TITLE XVI SUITS: |) 220 LABORIMGAIT 1 ) 84S RS) (405(9)) £ ] 890 OTHER STATUTORY |} 180 OTHER PRISONER PETITIONS RELATIONS ACTIONS CONTRACT [| ) 463 AUIEN Or P4INEE £ ) 740 RAILWAY LABCR ACT [ | 391 AGRICULTURAL ACTS 1) 195 CONTRACT i] 312 MOTIONS TO (731 FAMILY MEDICAL FEDERAL TAX SUITS PROOUCT ACTIONS UNOER STATUTES VACATE SENTENCE (eave AGT (FMLA) LIABILITY 28 USC 2255 [ ]B/0 TAXES (US Plaintttor | ] 893 ENVIRONMENTAL (.] 195. FRANCHISE CIVIL RIGHTS {| ] $39 HABEAS CORPUS [1780 CTHER LABOR betsndant) MATTERS [ ] 835 DEATH PENALTY LITIGATION { ] 871 1RS-THIRD PARTY { ) 895 SRE eG 5 7‘ he din Gomi a piryyre |) $40 MANDAMUS & OTHER 72> EMPL RET nC: 25 USC 7609 INFORMATION AC Eva88 Sore SE RGHIS HM a SECUR'TY ACT {ERISA) } 896 ARBITRATION Yon-Pnsore’) : BEAU PROPERTY niga esTINeGS eee "} 699 ADMINISTRATIVE Mid to bd : = i EW OF [J210 LAND [1442 EMPLOYMENT PRISONER CIVIL RIGHTS Be oe ahene Leceicn CONDEMNATION — [| 443 HOUSING? { } 462 NATURALIZATION eines A { ] 220 FORECLOSURE ACCOMMODATIONS { 1550 CIVIL RIGHTS. APPLICATION |] 885 CONS TITUTIONALITY OF []230 RENT LEASE & { ]445 AMERICANS WITH | J 655 PRISON CONDITION —[ ] 465 OTHER IMMIGRATION STATE STATUTES EJECTMENT O'SABILITES - [ | $69 CIVIL DETAINEE ACTIONS (24 TORTS TO LAND EMPLOYMENT CONDITIONS GF CONFINEMENT ( }245 TORT PRODUCT =|: 448 AMERICANS SMITH LIABILITY DISAENLITIES -OTHER | } 290 ALL CTHER [ ]448 EOUCATICN REAL PROPERTY Check if demanded in complaint: CHECK IF THISISACLASS ACTION Y A peti is ea POLYOL GYM THIS CAS DEMAND $7.$75,000_ oTHER JUDGE a DOCKET NUMBER IS RELATED TOA CIVIL CASE NOW PENDING IN S D.N Y ? mi 1 Check YES only if demanded in coniptaint JURY DEMAND: XJ YES CNO NOTE: You must also submil at tne time of filing the Statement of Relatedness form (Form IH: 32)

Case 1:15-cv-07433-RWS Document 7 Filed 09/25/15 Page 2 of 2 Case 1:15-cv-07433-RWS Document 2 Filed 09/21/15 Page 2 of 2 (PLACE AN x INONE BOX ONLY) ORIGIN Bd 1 orginal Oo Riiiaveditnam [13 Remanded []4 Reinstatedor [(] 5 Transtered trom [16 Multidistiict (CD 7 Appeal to District Proceecing State Court Gri Reopened (Soecify District) Litigation Judge fron 2 Magistrate Judge CJ @. ali parties represented een AaeReei 9 CL] b. atleast one Party is pro sa. (PLACE AN x iN ONE BOX ONLY) BASIS OF JURISDICTION IF DIVERSITY, INDICATE (J1US PLAINTIFF (2 U.S.DEFENDANT [[] 3 FEDERAL QUESTION (x]4 DIVERSITY CITIZENSHIP BELOW. (U.S. NOT A PARTY) CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY) (Place an [X) in one box for Plaintiff and one d0x for Defendant) PTF DEF PTF DEF PTF DEF CITIZEN OF THIS STATE [}1 [di CITIZEN GR SUBJECT OF A Pyare NCORPORATED and PRINCIPALPLACE []5 [J§ FOREIGN COUNTRY OF BUSINESS IN ANOTHER STATE CITIZEN OF ANOTHER STATE [xJ}2 [J 2 INCORPORATED os PRINCIPAL PLACE = [ ]4[ ]4 FOREIGN NATION (16 il6 OF BUS NESS IN THIS STATE PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES) Virginia L. Giuffre 1270 J Street Penrose, CO 81240 County of Fremont DEFENDANT(S) ADDRESS(ES} AND COUNTY(IES} Ghislaine Maxwell 116 East 65th Street New York, NY 10065 County of New York DEFENDANT(S) ADDRESS. UNKNOWN REPRESENTATION IS HEREBY MADE THAT, AT THIS TIME. | HAVE BEEN UNABLE, WITH REASONABLE D:iLIGENCE, TO ASCERTAIN RESIDENCE ADDRESSES OF THE FOLLOWING DEFENDANTS. Check one: THIS ACTION SHOULD BEASSIGNED TO: — [_] WHITE PLAINS MANHATTAN {DO NOT check either box i this a PRISONER PETITION/PRISONER CIVIL RIGHTS COMPLAINT.) DATE SIGBATURE OB AJTORNEY OF RECORD ne TO PRACT. ce Wy FHIS DISTRICT pe NO Pro tee ding | ) YES (DATE ADMITTED Mo, Yr, } RECEIPT ¥ Attorney Bar Code # Magistrate Judge is to be designated by the Clerk of the Court. Magistrate Judge is so Designated. Ruby J. Krajick, Clerk of Court by Deputy Clerk, DATED UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)

® CEMMEneGtt Sil FO OMLEAD akfencgscll Bt D AO 440 (Rev. 12/09) Summons in a Civil Action UNITED STATES DISTRICT COURT for the Southern District of New York Virginia L. Giuffre Plaintiff Vv. Civil Action No. 15-cv-7433 Ghislaine Maxwell ws > YS YS eS aS Defendant SUMMONS IN A CIVIL ACTION To: (Defendant’s name and address) Ghislaine Maxwell 116 East 65th Street New York, New York 10065 A lawsuit has been filed against you. Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ. P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff's attorney, whose name and address are: David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, New York 10504 If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court. CLERK OF COURT Date: 9/217 2015 /S/ D. Gonzalez Signature of Clerk or Deputy Clerk

Case 1:15-cv-07433-LAP Document 8 Filed 09/25/15 Page 2 of 2 CaGn$el5-bb-6V-493-RV Dofoventent Fildhl66/89/25/1Bageageo? af 2 AO 440 (Rev. 12/09} Summons ina Civil Action (Page 2) Civil Action No. 15-cv-7433 PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (1)) This summons for (name of individual and title, if any) ¢ he sg lane Maxie was received by me on fdate} Ff i 22] ig : i ; at, personally served the summons on the individual at (place} Tle “fe rer A mee Esse 6 — Sr NMA, wy / on date) afer[a S @2-b,.05 0 O IJ left the summons at the individual’s residence or usual place of abode with (name) , a person of suitable age and discretion who resides there, on (date) , and mailed a copy to the individual’s last known address; or CT served the summons on fname of individual) , who is designated by law to accept service of process on behalf of (name of organization) on (date) 5 OF I returned the summons unexecuted because ;or C Other (specify): My fees are $ for travel and $ for services, for a total of $ 0.00 I declare under penalty of perjury that this information is true. ne afte fe # Mage Kew £ 23 Hey Printed name and title Server’s address for Pawn Hivsw Ko, Frepmivers VY 739 Additional information regarding attempted service, etc:

Case 1:15-cv-07433-RWS Document9 Filed 09/29/15 Page 1 of 3 Case 1:15-cv-07433-RWS Document 6-1 Filed 09/25/15 Page 1 of 1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Virginia L. Giuffre, Plaintiff, 15 ¢v__7433 __( ) -againstORDER FOR ADMISSION Ghislaine Maxwell, PRO HAC VICE Defendant. The motion of SigridS.McCawley ___, for admission to practice Pro Hac Vice in the above captioned action is granted. Applicant has declared that he/she is a member in good standing of the bar(s) of the state(s) of Florida ___; and that his/her contact information is as follows (please print): ABDC aE er eT ce ses SN ee cet emeei Address: _ 401 East Las Olas Boulevard, Suite 1200 City / State / Zip: Fort Lauderdale, Florida 33301 Telephone / Fax: Tel: (954) 356-0011 / Fax: (954) 356-0022 Applicant having requested admission Pro Hac Vice to appear for all purposes as counsel for _P laintiff Virginia L. Giuffre - - in the above entitled action; IT IS HEREBY ORDERED that Applicant is admitted to practice Pro Hac Vice in the above captioned case in the United States District Court for the Southern District of New York. All attorneys appearing before this Court are subject to the Local Rules of this Court, including the Rules governing discipline of attorneys. Dated: | USDC AE Sait ‘ « Pn | ELECTRONICALLY FILED 1 DOC #: | i| DATE Fi ———— t

Case 1:15-cv-07433-RWS Document9 Filed 09/29/15 Page 2 of 3 Case 1:15-cv-07433-RWS Document6 Filed 09/25/15 Page 1 of 2 ‘| per Te na mek : es t , 4 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK. Virginia L. Giofire. ~aeainst ‘Soe, af CORRECTED MOTION FOR ADMISSION, ae Gislaine Maxwell, =e PRO HAC VICE = wot” Welurdant sd Sietes Courts fir the Southern and Fastere Distriess of New York, ] 9 Sigrid So MecCunwwies J hereby move this Court Dive cee feted: var tryege cds Spa ticnes Bey blac View te ¢ for an Order fer admission to practice Pro ilac Vice to arpear aa Caunse: tor Moalarff Waren: Sudipe +t m ere . feyr Plain \ ede PoGaatts i LAe above-caphoned Qe LEO. i bam pi good standing of the bar{s} of the statets) of orida : : o : oo and there are no peading dlisciniinary proveedings agaist MHA AY Shite or fod vont. Yored: Septentber 25, 2058 Applicant Signature \coticant's Nan: Sigrid So MeCawley Pore Name. Boles. Schuler & Plesner LLP Address: 70) Cast Las Gias Boulevard, Suite [200 oe, a ©) Fis Port Lauderdale, PL 33301 felephone / Fax: Vel. (934) 336-0001 6 Pax: (954) 356-0022 P-Magi amecawleverbsfip.cem

Case 1:15-cv-07433-RWS Document9 Filed 09/29/15 Page 3 of 3 Case 1:15-cv-07433-RWS Document6 Filed 09/25/15 Page 2 of 2 Supreme Court of Florida Certificate of Good Standing I JOHN A. TOMASINO, Clerk of the Supreme Court of the State of Florida, do hereby certify that SIGRID STONE MCCAWLEY was admitted as an attorney and counselor entitled to practice law in all the Courts of the State of Florida on November 6, 1997, is presently in good standing, and that the private and professional character of the attorney appear to be good. WITNESS my hand and the Seal of the Supreme Court of Florida at Tallahassee, Clerk of the Supreme Court of Florida AN

CT 12-2015 CHAE 09 2 AU OHARD OREM ocument 11 FAH 18/1 37883°Rebe 1 of 1 re ae eo sewer eeearieran oe tae ae anna c OCT 12 255 150 = neat [ October 9, 2015 | US De SDNY OO Honorable Robert W. Sweet ate United States District Judge Southern District of New York 500 Pearl Street New York, NY 10007-13122 Re: Giuffre v. Maxwell, Case No. ]5-cv-07433-RWS Dear Honorable Judge Sweet: I represent defendant Ghislaine Maxwell in connection with the above-referenced action. I write pursuant to Section 1.E. of Your Honor’s Individual Practice Rules to request an extension of Defendant’s time to answer, move or otherwise respond to Plaintiff's Complaint from October 13, 2015 up to and including November 30, 2015, We have not previously requested any adjournments or extensions of time in this action. Counsel for Plaintiff has consented to this request. We thank Your Honor for your attention to this matter, Very fealy yours, A. Menninger (" LAM/BCR © cc! Sigrid 8. McCawley, Esq. Boies, Schiller & Flexner, LLP Counsel for Plaintiff Virginia Giuffre » via facsimile: (954) 356-0022 S —

Case 1:15-cv-07433-RWS Document12 Filed 10/13/15 Page 1 of 2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK VIRGINIA L. GIUFFRE, Plaintiff, v. GHISLAINE MAXWELL, Defendant. Case No.: 15-cv-07433-RWS NOTICE OF APPEARANCE To the Clerk of Court and all parties of record: PLEASE TAKE NOTICE, that the undersigned hereby appears in the above-captioned action as counsel for Defendant Ghislaine Maxwell. I certify that I am admitted to practice in this Court. Dated: October 9, 2015 Respectfully submitted, s/ Laura A, Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10°" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell

Case 1:15-cv-07433-RWS Document12 Filed 10/13/15 Page 2 of 2 CERTIFICATE OF SERVICE I certify that on October 13, 2015, I served this Notice Of Appearance via CM/ECF to the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Suite 1200 Fort Lauderdale, FL 33301 smccawley @bsfllp.com Fax: (954) 356-0022 s/ Brenda Rodriguez Brenda Rodriguez

Case 1:15-cv-07433-RWS Document13 Filed 10/30/15 Page 1 of1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x Giy Ere, Plaintiff, - against - a uf 5 |. ) Civ. a 5 > Defendant, xX Sweet, D.J., The parties to this action, t attorneys, having appeared before this Court at a pretrial conference on » pursuant to Rule 16 of the Federal Rules of Civil Procedure, pursuant to if IS HEREBY ORDERED that: 1. All motions are to be made returnable at 12:90 noon on Wednesday and in compliance with the rules of this Court. 2. The parties shall te all fact discovery by wh ( Cc and all expert discovery by The expert report (s) of the party with the burden of proof shall be due of the opposing party’s expert(s). The parties shall file all motions,’ othdr than motions in limine, by this date (or whichever is later), after which no discovery will be conducted and no motion will be entertained without a showing of special circumstances. Plaintiff(s) shall submit a draft of the pretrial order to the defendant(s) on or before the completion of discovery. The parties are advised that this Court is participating in a Pilot Program for initial discovery protocols for employment cases alleging adverse action. See www.fjc.gov. 3. The parties shall, in order to prevent delay or interruption of the trial, have sufficient witnesses. at all times during the trial and shall perpetuate before trial the direct and cross-examination testimony of any essential witness. 4, The parties shall submit to the court trial briefs, a joint proposed pretrial order, and, if applicable, motions in limine and proposed jury charges, voir dire requests verdict form in accordance with the annexed form and instructions by Gs final pretrial conference will be held at 4:30 pm on that date and a€tyon sh®11 be added to the trial calendar published in the New York Law Journal. rior/to submission of the final pretrial order, the parties are directed to exchange offers of settlement. The parties are directed to be ready for trial the day after the pretrial order is due and, upon receipt of twenty-four hour telephone notice, on any day thereafter. 5. Adjournments of the dates set forth above will not be granted except for good cause and upon written application made as soon as the grounds for such application are known. 6. Failure to comply with any of the provisions of this order will result in dismissal of the action, entry of a default judgment, or other appropriate sanction. It is so ordered. New York, NY Ort 2E4 > 204 ROBERT. SWEET [USDC SDNY 8.0.3. DOCUMENT ELECTRONICALLY FILED

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Serato xX VIRGINIA L. GIUFFRE, PLAINTIFF, V. 15-cv-07433-RWS GHISLAINE MAXWELL, Oral Argument Requested for January DEFENDANT GHISLAINE MAXWELL’S NOTICE OF MOTION TO DISMISS THE COMPLAINT PLEASE TAKE NOTICE THAT, upon the accompanying Declaration of Laura A. Menninger, dated November 30, 2015, and the exhibits thereto and the accompanying Memorandum of Law, dated November 30, 2015, any other matters of which the Court may take judicial notice, and upon all prior pleadings and proceedings in this action, other documents on file in this action, and any oral argument of counsel, Defendant Ghislaine Maxwell (“Maxwell’’) will move this Court, before the Honorable Robert W. Sweet, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York, Courtroom 18C, for an Order pursuant to Federal Rule of Civil Procedure 12(b)(6) dismissing the Complaint of Plaintiff Virginia Giuffre in its entirety and granting such other and further relief as the Court deems just and proper.

Dated: November 30, 2015 Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger@hmflaw.com Attorneys for Ghislaine Maxwell

CERTIFICATE OF SERVICE I certify that on November 30, 2015, I electronically filed this DEFENDANT GHISLAINE MAXWELL’S NOTICE OF MOTION TO DISMISS THE COMPLAINT with the Clerk of Court using the CM/ECF system which will send notification to the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ssh Sa Pee SIS Sahat Sates I Ra ius Xx VIRGINIA L. GIUFFRE, PLAINTIFF, V. 15-cv-07433-RWS GHISLAINE MAXWELL, DEFENDANT. eas UL oD X GHISLAINE MAXWELL’S MEMORANDUM OF LAW IN SUPPORT OF MOTION TO DISMISS COMPLAINT Laura A. Menninger, Esq. HADDON, MORGAN AND FOREMAN, P.C. 150 East 10th Avenue Denver, CO 80203 Tel: 303.831.7364 Dated: November 30, 2015

Table of Contents I. MS.MAXWELL’S STATEMENTS ARE PRIVILEGED ..........cecceeceeseeseeseeneeeeeeeenee 9 A. The Self-Defense Privilege Protects Ms. Maxwell’s Statements... ce eeeeeteeeees 9 B. The Pre-Litigation Privilege Protects Ms. Maxwell’s Statements ............eeeeeeeeeee 14 Il. PLAINTIFF FAILED TO PLAUSIBLY PLEAD DEFAMATION .........ceeeeeeeees 17 A. Viewed In Context, the Statements are Non-Actionable ......0..... eee eeeeeeeseeeeneeeeeeees 18 B. The Complaint Does Not Allege to Whom, Where or in What Manner the January De SEALE MIME TIE WAS VU aha zis rive evarza ses ace Ate ene Eau ee EAE orcas 22 C. Plaintiff Has Not Properly Pled Special Damages ...0........ecccceeeesceceeeeeceeeeeeeneeeeenes 23 a. The Alleged Defamatory Statement is Not Defamatory Per Se ..........ccccceeeeees 23 b. Failure to Allege Special Damages Warrants Dismissal .........0...ceeceeeeeeseeeeeeees 24 COIN SON oa scecest ees agus tee gy seed Pa cgnneetic as muscu teucceae sto as teae ean ggoen oem dene a coneteeiee 25

Cases Abrams v. United States, 250 U.S. 616, 630 (1919)... eeeeeeeeseesseessssssssssessersrseteeees 17 Adelson v. Harris, 973 F. Supp.2d 467, 477 (S.D.N.Y. 2013)... ..eeeceeececeseeeeeeneeeeeneeeeenees 7 Armstrong v. Simon & Schuster, Inc., 625 N.Y .S.2d 477 (1995) ...cccecssccccesssccceeesesteeeeeeseees 7 Ashcroft Vv. fqval. 129 S206 1937, L949 (2009) iveccctelsccedascitseaeeieatenncsbe els soa taeseubieeeieucts 6 Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007) ......ceeecccccccesssceceesesseeeeeeeseeeeeeees 7 Biro v. Conde Nast, 883 F.Supp.2d 441, 457 (S.D.N.Y. 2012) oe eeeseeeeseeceenteeeeees AD Caplan v. Winslet, 218 A.D.2d 148, 153 (1st Dep’t 1996) 0... eee cceseeeseeceseeeeeeeesteeneees 13 Celle v. Fillipino Reporter Enters, Inc., 209 F.3d 163 (2d Cir. 2000) ........ccceeccceceeesseeees 17 Club Valencia Homeowners Ass’n, Inc. v. Valencia Associates, 712 P.2d 1024 (Colo. PRIN UO rela eeu otia ik a acta ela be ca tateae eta tats aula ta ceetu eda cee ie acey taco ateceeaes 13 Cohen v. Stevanovich, 772 F.Supp.2d 416, 423 (S.D.N.Y. 2010) oo... eeeeceeseceeneeeeneeeees o Collier v. Possum Cereal Co., Ltd., 134 N.Y.S. 847, 853 (1st Dep’t 1912) oe 9 Couloute, Jr. v. Rynarz, No. 11 CV 5986 (HB), 2012 WL 541089, (S.D.N.Y. 2012) ..... 17 Cruz v. Marchetto, No. 11 Civ. 8378, 2012 WL 4513484 (S.D.N.Y. 2012) .......... 7, 20, 21 Culver v. Merrill Lynch & Co., 1995 US Dist. LEXIS 10017 (S.D.N.Y. 1995)... 13 Deutsche Asset Mgmt, Inc. v. Callaghan, No. 01 Civ 4426 CBM, 2004 WL 758303...... 16 Dillon v. City of New York, 704 N.Y.S.2d 1, 5 (st Dep’t 1999) oo... ceteeereeereeee 8,18 Edwards v. Great Northern Ins. Co., No. 03 CV 2947 (NG) (RML), 2006 WL 2053717, CEATDSIN, Veo SU digs 20 DOG) tata ec teclo lets tasters eostieaa teceah Mba iaalgsincestuies Aeateca ecomsbesaeAgceiar ns 18 Foretich v. Capital Cities/ABC, Inc., 37 F.3d 1541 (4th Cir. 1994) oo... eeeeeees 8, 11 Fowler v. New York Herald, 172 N.Y.S. 423 (1% Dep’t 1918) .c.ccccccccsssssssssssesesesesesesesesees 8 ili

Frechtman v. Gutterman, 979 N.Y.S.2d 58 (1st Dep’t 2014)... eee ceeceesseceteeeeeeeesteeneees 14 Front Inc; v. Khalil, 24-N Y¥i30-7 13 720 (20 5 ics cess feaaniioeannhadscaideaiansnueee tase tia saladaiadoes 13 Fuji Photo Film U.S.A., Inc. v. McNulty, 669 F.Supp.2d 405 (S.D.N.Y. 2009) 0.0... 8 Gertz v. Robert Welch, Inc., 418 U.S. 323, 325 (1974)... ccccccccccccccseceseeeseseseseseseeeeess 17 Hawkins v. City of New York, No. 99 Civ. 11704 (RWS), 2005 WL 1861855 (S.D.N.Y. UE A, DODD ) siersensiersascvuwneneeaie enon ww aren be een a ia 20, 21, 23 Hoesten v. Best, 821 N.Y.S.2d 40 (1st Dep't 2006) .0..... eee eeeceeseeeeceeeeeceeeeeeeeneeceeaeeees 12 Independent Living Aids, Inc. v. Maxi-Aids, Inc., 981 F.Supp. 124 (E.D.N.Y. 1997)...... 19 International Publishing Concepts, LLC v. Locatelli, 9 N.Y .S.3d 593, 2015 N.Y. Slip Op. 50049 (N.Y. Supe C tans, (55-2015) sancti cu teiia eee were, Set eeraeeanet; 14 J.P.R. Cafeteria, Inc. v. Kingsborough Community College of City University of New York, 847 N.Y.S.2d 902 (N.Y. Sup. Ct. Aug. 21, 2007) eee eseeceeeceeeceeeceseeeseeeseeees 21 Kane v. Orange Cnty. Publ’n, 232 A.D.2d 526, 527 (2d Dept. 1996)... eee eeeeteceerteeees 8 Keohane v. Stewart, 882 P.2d 1293 (Colo. 1994) wu... ccccccccccececeeseseseeeeeeeeeeeeeseeeeeeeeeees 17 Kforce, Inc. v. Alden Personnel, Inc., 288 F.Supp.2d 513, 516 (S.D.N.Y. 2003) ...... 16, 21 Kirk v. Heppt, 532 F.Supp.2d 586 (S.D.NLY. 2008) o..csccccetecctisecscdecsesteonsesasavsstesaeouctosecess 14 Krepps v. Reiner, 588 F.Supp.2d 471, 483 (S.D.N.Y. 2008) ........ ce eeecceeeseeeeeeneeceeneeeeeneeeeenes 7 Liberman v. Gelstein, 80 N.Y.2d 429, 590 (N.Y. 1992) ou... cccccceceseseseseseseseseseseseseseees 22 McNamee v. Clemens, 762 F.Supp.2d 584, 601 (E.D.N.Y. 2011) wo. eee eeeneeeeenteeeeneees 19 Mencher v. Chesley, 85 N.Y.S.2d 431 (N.Y. Sup. Ct. 1948) occ eeeecesececeeneeeeeneeeeeneeeees 9 Orenstein v. Figel, 677 F.Supp.2d 706, 711 (S.D.N.Y. 2009) 0... eeeceeeececeeneeeeeneeeeeneeeees 8 Preston v. Hobbs, 146 N.Y.S. 419 (1° Dep't 1914) ..cccccccssscscsssssseseseseseesesesesesessssssssseeees 9 iv

Pure Power Boot Camp, Inc. v. Warrior Fitness Boot Camp, LLC, 813 F.Supp.2d 489, SHON EY. DOLD cc cavctacaoitet rain daticthelaceadietarceateht reaanelats athatads sates atl eas Miatsatlatad ited 22 Sexter v. Warmflash, P.C. v. Margrabe, 828 N.Y.S.2d 315 (1st Dep’t 2007) .......... ee 14 Shenkman v. O’Malley, 157 N.Y.S.2d 290, 297-98 a" Dep (19S G)westieicsaoereauanVereescnon: 8 Siegel v. Metropolitan Life Ins. Co., 32 N.Y.S.2d 658 (1" Dep’t 1942) .c.cccccceceesesesesees 8 Thai v. Cayre Group, Ltd., 726 F.Supp.2d 323, 330 (S.D.N.Y. 2010) 0... eeeeeeeeeteeeeteees 23 Thai v. Cayre Grp., Ltd., 726 F. Supp. 2d 323, 330 (S.D.N.Y. 2010) 0... eeeeeesteeeeteeee 16 Thompson v. Bosswick, 855 F.Supp.2d 67, 77 (S.D.N.Y. 2012)... ceeceeeececeesteeeennees Py 22 TMJ Implants, Inc. v. Aetna, Inc., 498 F.3d 1175, 1182-83 do" Cit: 2O0T \adeiiewateleeasiene 9 Treppel v. Biovail Corp., No. 03 Civ. 3002 (PKL), 2005 WL 2086339, at *7 (S.D.N.Y. PU SUZ 00D Vs seisucts coueeatarersicat ean sity sustarneral ete tnd arcesesty nobel etna eernindl tamoton 7 U.S. SE.C. v. Power, 525 F. Supp.2d 415, 418 (S.D.N.Y. 2007)... eeeececeseecesneeeeeneeeeeees 3 Wanamaker v. Columbian Rope Co., 713 F.Supp.533, 545 (S.D.N.Y. 1989)... eee 18 Weldy v. Piedmont Airlines, Inc., 985 F.2d 57, 62 (2d Cir. 1993) .eeeccccccsssssteeeeeesseeees 11 Williams v. Burns, 463 F.Supp. 1278, 1282 (D. Colo. 1979)... eeececeseeeceeeceeeeeeeeeneeeees 9 Yuan v. Rivera, 1998 WL 63404, at *5 (S.D.N.Y. Feb. 17, 1998)... cccccceeeeeeeeeeee 12 Zerr v. Johnson, 894 F. Supp. 374, 376 (D. Colo. 1995) oo... eeeeceeceeeeeeeceeeeeceeneeeeeneeeees 16

INTRODUCTION The Plaintiff in this case falsely and maliciously launched a media campaign several years ago in the United Kingdom accusing Defendant Ghislaine Maxwell of serious and criminal sexual abuse from 1999-2002. Plaintiff repeated those allegations in litigation pleadings to which Ms. Maxwell was not a party and which since have been stricken as “immaterial and impertinent.” Those pleadings were widely circulated to the public by various media outlets in the United States and abroad, further generating interest in Plaintiffs spurious claims. Plaintiff’s allegations of sexual abuse extend beyond just Ms. Maxwell and encompass many notable public figures, such as Prince Andrew and Harvard Law Professor Alan Dershowitz, as well as un-named “numerous American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders.” Plaintiffs targeting of such notable public figures has served only to enhance the media spotlight on the false accusations directed at Ms. Maxwell. In response to Plaintiffs published claims, Ms. Maxwell (like Prince Andrew and Professor Dershowitz), issued general denials to the allegations. Those two denials form the basis of this defamation action: Plaintiff claims it defamatory for Ms. Maxwell to have issued statements through her London agent that Plaintiff’s allegations “are untrue,” “shown to be untrue” and “obvious lies.” Long-settled New York law renders denials such as Ms. Maxwell’s privileged under the law and requires dismissal of this defamation action. As one commentator wrote in 1881, “If I am attacked in a newspaper, I may write to that paper to rebut the 1

charges, and I may at the same time retort upon my assailant, when such retort is a necessary part of my defense, or fairly arises out of the charges he has made against me.” William Blade Odgers, A Digest of the Law of Libel and Slander (1* Am. ed. Bigelow 1881). Because Ms. Maxwell’s denials were proportionate, relevant and not excessively publicized replies to Plaintiffs claims, rendered without malice, she is entitled to the privilege of self-defense and this Complaint should be dismissed. Moreover, because the denials when viewed in context demonstrate that they were pre-litigation demands to the British newspapers to cease and desist, they likewise are entitled to the litigation privilege. Finally, the Complaint falls woefully short of a well-pled defamation claim. New York law makes clear that general denials, as compared to specific defamatory denials, are non-actionable in defamation. Plaintiff also neglected to state when, to whom and in what manner the statements were made and she omitted any special damages or facts establishing defamation per se. Each of these reasons forms a separate and independent basis to dismiss the Complaint pursuant to Rule 12(b)(6). Ms. Maxwell seeks this Court’s assistance in serving as a gatekeeper to dismiss this spurious defamation claim.Be clear: Maxwell absolutely denies VR’s claims made about her in pleadings filed in cases to which she was not a party and in paid media interviews to trashy British publications. “General denials are not actionable” in defamation. General denials issued as a part of a cease and desist to the news organizations publishing the false and salacious accusations are privileged. No special damages and no defamation per se.

FACTUAL ALLEGATIONS! Plaintiff has repeatedly and falsely accused Ms. Ghislaine Maxwell of sexual abuse occurring between 1999 and 2002. Since 2009, Plaintiff has set forth these false claims in pleadings filed in various federal civil actions in Florida. Compl. { 8-21, 26-27. Ms. Maxwell was not a party to any of those litigations: not the criminal case against Mr. Epstein (Compl. { 14), any non-prosecution agreement between Mr. Epstein and the U.S. Attorney’s Office (Compl. J] 11-13), the litigation concerning the Crime Victim’s Rights Act (CVRA) still pending in U.S. District Court for the Southern District of Florida (Compl. {fff 15-16), and not Plaintiff's 2009 civil suit against Mr. Epstein (Compl. {| 17-21). No criminal charges were ever brought against Ms. Maxwell, and Plaintiff never sought to join Ms. Maxwell to any of her civil matters involving Mr. Epstein. Plaintiff's accusations against Ms. Maxwell were not confined to legal proceedings, however. Beginning in or around March 2011, Plaintiff granted “exclusive” interviews to the British press, using her real name, during which she repeated her false allegations against Ms. Maxwell and also levied accusations against countless prominent public figures such as Prince Andrew, Harvard Law professor Alan Dershowitz, and “a well-known businessman (whose pregnant wife was asleep in the next room), a world-renowned scientist, a respected liberal politician and a foreign head of state.” See Declaration of Laura A. Menninger (“Menninger Decl.”’) Ex. A, at 3. , This statement of facts is based on (1) the allegations set forth in the Complaint; and (2) documents referenced in the Complaint, but which were not attached to the pleading. U.S. S.E.C. v. Power, 525 F. Supp.2d 415, 418 (S.D.N.Y. 2007) (J. Sweet) (On a motion to dismiss, “[t]he Court may also consider any documents...incorporated by reference into the complaint.”). Further, pursuant to Fed. R. Civ. P. 12(d), if the motion is treated as one for summary judgment, “[a]ll parties must be given a reasonable opportunity to present all the material that is pertinent to the motion.”

In response to Plaintiffs 2011 British tabloid interviews, on March 9, 2011 a “Statement on Behalf of Ghislaine Maxwell” was issued by Devonshires Solicitors (“2011 Statement’). Menninger Decl. Ex. B.’ The 2011 Statement provides in its entirety: Ghislaine Maxwell denies the various allegations about her that have appeared recently in the media. These allegations are all entirely false. It is unacceptable that letters sent by Ms. Maxwell’s legal representatives to certain newspapers pointing out the truth and asking for the allegations to be withdrawn have simply been ignored. In the circumstances, Ms. Maxwell is now proceeding to take legal action against those newspapers. “T understand newspapers need stories to sell copies. It is well known that certain newspapers live by the adage, ‘why let the truth get in the way of a good story.’ However, the allegations made against me are abhorrent and entirely untrue and I ask that they stop,” said Ghislaine Maxwell. ‘““A number of newspapers have shown a complete lack of accuracy in their reporting of this story and a failure to carry out the most elementary investigation or any real due diligence. I am now taking action to clear my name,” she said. Plaintiff did not bring suit against Ms. Maxwell for defamation based on the 2011 Statement. More than three years later, on December 30, 2014, Plaintiff moved under Rule 21 to join the 2008 CVRA litigation in the U.S. District for the Southern District of Florida (“Joinder Motion”). Compl. ¥] 16, 26, 27. Plaintiff included in her Joinder Motion “lurid details” concerning her supposed sexual abuse by Ms. Maxwell and other non-parties to that CVRA action, including professor Alan Dershowitz, “numerous American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders.” Menninger Decl. Ex. C at 4-5. On April 7, 2015, U.S. District Court Judge Marra denied Plaintiff's Joinder Motion, ordered the portions of the Joinder Motion pertaining to non-parties q Although the Complaint does not explicitly mention the 2011 Statement, it appears Plaintiff believes it to be the “additional” statement referenced on paragraphs 30 and 31 based on her production of the statement as a part of her Rule 26 disclosures. 4

such as Ms. Maxwell stricken as “immaterial and impertinent,” and restricted the documents mentioning those “lurid details” from public access. Jd.; Menninger Decl. Ex.D. Despite the court’s attempt to shield the false statements, the bell could not be un-rung. The same day the Joinder Motion was filed, British and U.S. press began publishing numerous stories based on its contents. See, e.g., Politico, “Woman Who Sued Convicted Billionaire Over Sex Abuse Levels Claims at his Friends.” (Dec. 31, 2014). According to the Complaint, it was on January 3, 2015, a few days after the Joinder Motion was publicly filed, that Ms. Maxwell is alleged to have “spoken through her authorized agent” to “issue an additional false statement to the media and public.” Compl. § 30. According to the Complaint, this January 3, 2015 Statement “contained the following deliberate falsehoods”: (a) Plaintiff's sworn allegations “against Ghislaine Maxwell are untrue,” (b) the allegations have been “shown to be untrue;” and (c) Plaintiff's “claims are obvious lies.” Id. The January 3 Statement also “incorporated by reference” an “original response to the lies and defamatory claims” made by Ms. Maxwell, which response purportedly had described Plaintiff's allegations as “entirely false” and “entirely untrue.” Compl. § 31. Copies of the entire January 3 Statement and the “original response” were not included in or attached to the Complaint. The Complaint also did not detail where the January 3 Statement was made, to whom it was made, nor any factual assertion regarding its publication by any news media. The Complaint supplies one additional purportedly defamatory statement. According to Plaintiff, on January 4, 2015, “a reporter on a Manhattan street” “asked Ms. Maxwell about [Plaintiffs] allegations” and Ms. Maxwell “responded” with the phrase: “I am referring to the statement that we made” (“January 4 Statement’). Compl. §/ 37. This video was published by ; Available at http://www.politico.com/blogs/under-the-radar/2014/12/woman-who-sued-convictedbillionaire-over-sex-abuse-levels-claims-at-his-friends-200495 (accessed on November 30, 2015). 5

the New York Daily News. (Id.) Indeed, although not detailed in the Complaint, the New York Daily News website contains a video entitled “Ghislaine Maxwell declines comment on allegations she is a madam.” The filmed portion of the encounter begins with Ms. Maxwell stating that “I wish you a happy new year and thank you so much;” whatever is said prior to that statement was not recorded. A voice then inquires, “so you’re basically not commenting, is that...”; Ms. Maxwell’s response, perhaps “I’m referring to the statement that was made," is barely audible. Another person questions, “is any of that true?” Ms. Maxwell then responds “C’mon guys” and walks away. According to the Complaint, this “response” demonstrates Ms. Maxwell’s “continued...campaign to falsely and maliciously discredit” Plaintiff. Compl. §[ 37. The Complaint does not allege damages in detail. It generically asserts that Plaintiff has suffered “economic damage, psychological pain and suffering, mental anguish and emotional distress, and other direct and consequential damages.” Compl. Count 1 § 19. Further, Plaintiff claims she “incorporated an organization called Victims Refuse Silence, Inc., a Florida not-forprofit corporation” on December 23, 2014, approximately 10 days before the January 3 Statement. Compl. {ff 24-25. Plaintiff's role with the corporation, her profession, and any basis for Ms. Maxwell to even know of the corporation’s existence are not alleged, but the Complaint baldly asserts that the January 3 and 4 Statements “tended to injure [Plaintiff] in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking.” Compl. Claim 1, { 11. ARGUMENT To survive dismissal, “a complaint must contain sufficient factual matter...to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) . Available at http://www.nydailynews.com/news/world/alleged-madame-accused-supplying-princeandrew-article-1.2065505 (accessed November 30, 2015). 6

(quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “Plausibility” means the claim must be supported by facts that establish more than “a sheer possibility that a defendant has acted unlawfully.” Cruz v. Marchetto, No. 11 Civ. 8378, 2012 WL 4513484, at *3 (S.D.N.Y. Oct. a, 2012) (quoting Cohen v. Stevanovich, 772 F.Supp.2d 416, 423 (S.D.N.Y. 2010)). In the defamation context, the Court acts as a gatekeeper and should dismiss claims in which the challenged statements are not “reasonably susceptible of a defamatory meaning.” Krepps v. Reiner, 588 F.Supp.2d 471, 483 (S.D.N.Y. 2008) (Sweet, J.) (citing Treppel v. Biovail Corp., No. 03 Civ. 3002 (PKL), 2005 WL 2086339, at *7 (S.D.N.Y. Aug. 30, 2005)). As courts in this district have recognized, there is “particular value” to resolving defamation claims at the pleading stage, as protracted litigation can have a chilling effect on the exercise of constitutionally protected freedoms. Biro v. Conde Nast, 883 F.Supp.2d 441, 457 (S.D.N.Y. 2012) (quoting Armstrong v. Simon & Schuster, Inc., 625 N.Y.S.2d 477, 481 (N.Y. 1995). I. MS. MAXWELL’S STATEMENTS ARE PRIVILEGED* To succeed on a claim for libel, or defamation based on written statements, pursuant to New York law, a plaintiff must establish the “elements [of] a false statement, published without privilege or authorization to a third party, constituting fault as judged by, at a minimum, a negligence standard, and, it must either cause special harm or constitute defamation per se.” . Under New York’s choice-of-law rules for defamation actions, the general rule is that “the state of the plaintiff's domicile (in this case, Colorado) will usually have the most significant relationship to the case” and therefore that state’s law will govern. Adelson v. Harris, 973 F. Supp.2d 467, 477 (S.D.N.Y. 2013) (internal quotations omitted). However, in multistate cases such as this in which the alleged defamatory statement was published nationally, there is only a presumptive rule that the law of plaintiff's domicile applies. Jd. That presumption may not hold when some other state has a more significant relationship to the issues or the parties. Id. Here, because Ms. Maxwell is a resident of New York, and one of the purported statements was made in New York, this state has arguably a more substantial relationship to the alleged tort than does Colorado. Nonetheless, the laws of Colorado and New York are substantially similar. For these reasons, Ms. Maxwell asks the Court to apply New York law, but will note any differences between the two laws when applicable.

Dillon v. City of New York, 704 N.Y.S.2d 1, 5 (1st Dep’t 1999) (emphasis added). “[I]n light of the incorporation of a lack of privilege into the elements of a defamation claim,” a Court may properly dismiss a defamation such a claim pursuant to Rule 12(b)(6) where a qualified privilege is established. Orenstein v. Figel, 677 F.Supp.2d 706, 711 (S.D.N.Y. 2009); see also Fuji Photo Film U.S.A., Inc. v. McNulty, 669 F.Supp.2d 405 (S.D.N.Y. 2009). Ms. Maxwell’s Statements are privileged both under the New York self-defense privilege and the pre-litigation privilege and the Complaint should therefore be dismissed. A. The Self-Defense Privilege Protects Ms. Maxwell’s Statements “Every man has a right to defend his character against false aspersion. It may be said that this is one of the duties that he owes to himself and to his family. Therefore communications made in fair self-defense are privileged. If I am attacked in a newspaper, I may write to that paper to rebut the charges, and I may at the same time retort upon my assailant, when such retort is a necessary part of my defense, or fairly arises out of the charges he has made against me.” William Blake Odgers, A Digest of the Law of Libel and Slander (\st Am. ed. Bigelow 1881). New York, along with numerous other jurisdictions® and the Restatement (Second) of Torts, recognizes a qualified privilege to respond in self-defense to verbal defamatory attacks levied by another upon the speaker. See, e.g., Kane v. Orange Cnty. Publ’n, 232 A.D.2d 526, 527 (2d Dept. 1996) (“[S]ince the open letter was the [defendant’s] response to unfavorable publicity against him—publicity concededly generated ‘with the cooperation of plaintiffs’—it was covered by a qualified privilege.”); Shenkman v. O’Malley, 157 N.Y.S.2d 290, 297-98 (1st Dep’t 1956); Siegel v. Metropolitan Life Ins. Co., 32 N.Y.S.2d 658 (1st Dep’t 1942); Fowler v. New York Herald, 172 N.Y.S. 423 (1 Dep’t 1918); Preston v. Hobbs, 146 N.Y.S. 419 (1st Dep’t : See Foretich v. Capital Cities/ABC, Inc., 37 F.3d 1541, 155-60 & n.19 (4th Cir. 1994) (collecting cases). 8

1914); Mencher v. Chesley, 85 N.Y.S.2d 431 (N.Y. Sup. Ct. 1948) (“The pertinent authorities hold that a person subjects his own motives to discussion when he makes a public attack upon another. Legitimate self-defense is not limited to a mere denial of the charges, but it may include a proper counterattack in the forum selected by the plaintiff”); see also Restatement (Second) of Torts § 594 cmt. k (1977) (“A conditional privilege exists under the rule stated in this Section when the person making the publication reasonably believes that his interest in his own reputation has been unlawfully invaded by another person and that the defamatory matter that he publishes about the other is reasonably necessary to defend himself. The privilege here is analogous to that of self-defense against battery, assault or false imprisonment . . . Thus the defendant may publish in an appropriate manner anything that he reasonably believes to be necessary to defend his own reputation against the defamation of another, including the statement that his accuser is an unmitigated liar.”).’ In Collier v. Possum Cereal Co., Ltd., 134 N.Y.S. 847, 853 (1st Dep’t 1912), the selfdefense privilege was explained: The important question is whether the defendant had the right to impugn the motives of its assailant, if it did so honestly without malice and for the sole purpose of repelling the assault upon it, and not with the view of injuring the plaintiff. One who makes a public attack upon another subjects his own motives to discussion. It is a contradiction in terms to say that the one attacked is privileged only to speak the truth, and not to make a counter attack, or that legitimate self-defense consists only in denial of the charge or a statement of what is claimed to be the truth respecting its subject-matter. One in self-defense is not confined to parrying the thrusts of his assailant. Of course, the counter attack must not be unrelated to the charge, but surely the motives of the one making it : Although the Colorado appellate courts apparently have not yet ruled on the issue of self-defense privilege, the 10" Circuit has deemed it a “safe presumption” that Colorado Supreme Court would adopt the various provisions of the Restatement (Second) of Torts (1977) as part of “its common law of defamation” based on its decisions and Uniform Jury Instructions. See TMJ Implants, Inc. v. Aetna, Inc., 498 F.3d 1175, 1182-83 qo" Cir. 2007); see also Williams v. Burns, 463 F.Supp. 1278, 1282 (D. Colo. 1979) (recognizing qualified privilege defense for protecting one’s interest). 9

are pertinent. The plaintiff selected the forum for the dispute, and in that forum it would certainly tend to repel, or minimize the harmful tendency of the charges to show that the one making them was actuated by an improper motive. See also Sack, Robert D., Sack on Defamation: Libel, Slander and Related Problems (Practicing Law Inst., Apr. 2015 ed.) at Kindle Loc. 20357-20370 (“A person also has a right to defend himself or herself from charges of unlawful activity... The right to defend oneself against defamation is a recognized interest. An individual is privileged to publish defamatory matter in response to an attack upon his or her reputation; the speaker is given more latitude in such a situation than if the statements were not provoked.”). Each of the Statements attributed to Ms. Maxwell and her representatives regarding Plaintiff was issued in self-defense. Plaintiff ignited this controversy by asserting in the British press her public accusations that Ms. Maxwell had committed sexual abuse. Menninger Decl. Ex. A. (Plaintiff's interview with Daily Mail) Plaintiff further fanned the flames by filing in U.S. federal court on December 30, 2014 “immaterial and impertinent” “lurid details” in a public pleading which again accused Ms. Maxwell of committing sexual abuse. Menninger Decl. Ex. C. Given her many previous dealings with the media on this topic, Plaintiff clearly filed those public pleadings with knowledge (or more probably an intention) that such materials would be published by the press. Compl. {J 26, 27. Ms. Maxwell’s January 3 Statement, according to the 999 Complaint, states that the allegations “against Ghislaine Maxwell are untrue,’” the claims are “obvious lies,” have been “shown to be untrue,” and the “claims are all obvious lies.”” Each attributed statement responds directly to allegations and claims made by Plaintiff. Compl. { 31. Likewise to the extent the claimed statement that “Ghislaine Maxwell’s original response to the lies and defamatory claims remains the same” (Compl. § 32) refers to an earlier statement describing Plaintiffs “factual assertions as ‘entirely false’ and ‘entirely untrue,” those also 10

respond directly to allegations and claims made by Plaintiff.8 And the J anuary 4 Statement refers to another “statement” and is therefore entitled to the same privileges as any other “statement.” Nor has Plaintiff demonstrated that the self-defense privilege was “‘abused” so as to remove the defense. According to the Second Circuit (interpreting New York law), once the defendant has proved that she is entitled to a qualified privilege, there arises a rebuttable presumption of good faith that may constitute a complete defense. In order to rebut this presumption, the plaintiff must demonstrate two things: (1) that the statement was false, and (2) that the defendant abused its qualified privilege. Weldy v. Piedmont Airlines, Inc., 985 F.2d 57, 62 (2d Cir. 1993) (citations omitted). With regard to self-defense, the “privilege may be lost...if the reply: (1) includes substantial defamatory matter that is irrelevant or non-responsive to the initial statement; (2) includes substantial defamatory material that is disproportionate to the initial statement; (3) is excessively publicized; or (4) is made with malice in the sense of spite or ill will.” Sack, supra; Restatement (Second) of Torts, §§ 599, 603-605A (1977). Here, Plaintiff has not—and cannot—establish that the privilege was lost. Each of the statements attributed to Ms. Maxwell is relevant, directly responsive, and proportional to 99 66 99 66 Plaintiff's accusations. That the statements are “untrue,” “obvious lies,” “shown to be untrue” or were “denied” are each the type of statements that the self-defense privilege seeks to protect. Foretich, at 1560 (“To be responsive, a reply’s contents must clearly relate to its supposed objective—blinding the initial attack and restoring one’s good name. Statements that simply deny the accusations, or directly respond to them, or express one’s impressions upon first hearing them are certainly responsive.”); Restatement (Second) of Torts § 594 cmt. k (“The defendant may publish...the statement that his accuser is an unmitigated liar.”). Further, the statements 8 bors : , The January 4 Statement similarly refers to an earlier statement. Compl. 7 37 (“I am referring to the statement that we made.”’)) 11

contain no substantial defamatory material, much less a disproportionate amount. Plaintiff has not alleged to whom the statements were made and thus cannot show that the supposed Maxwell statements were “excessively publicized.” In any event, given the viral circulation of Plaintiff's allegations against Ms. Maxwell, as any cursory internet search can attest, it would be impossible to argue that Ms. Maxwell’s statements were “excessively publicized” relative to the accusations to which they were responsive. Finally, Plaintiff offers no allegations to support her conclusory assertion that the Statements were made with “malice in the sense of spite or ill will.” To sufficiently plead “actual malice” the plaintiff must set forth “non-conclusory allegations that support a plausible inference of actual malice.” Biro v. Conde Nast, 2014 WL 4851901 at *2. Bare allegations that the defendant knew or should have known that the statements were false is insufficient. Id.” To establish malice, a defamed plaintiff must show...that such malicious motivation was the one and only cause for the publication.” Hoesten v. Best, 821 N.Y.S.2d 40 (1st Dep't 2006). Given the content and context of the Statements, there are no grounds to conclude that a malicious motivation was the cause of their publication. The January 3 Statement concludes that “Miss Maxwell denies allegations of an unsavory nature which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such claims.” Menninger Decl. Ex. E. The clear motivation for the Statement was to deny the allegations and to place British newspapers on notice that they may be sued for repeating Plaintiffs false claims. Nothing in the Statement evinces a sense that it was published out of spite or ill will towards Plaintiff. The Complaint’s repeated use of the word “malice” and “ill-will” are nothing more than conclusory allegations based on surmise, conjecture and suspicion and do not suffice to - Also, merely repeating the same conclusory allegation, as done in the Complaint, is equally insufficient. Yuan v. Rivera, No. 96 Civ. 6628 (HB) (LB), 1998 WL 63404, at *5 (S.D.N.Y. Feb. 17, 1998) (“This conclusory allegation, repeated throughout the complaint, falls shy of [stating a claim.]”). 12

establish malice. See Culver v. Merrill Lynch & Co., 94 CIV. 8124 (LBS), 1995 WL 422203, at *6 (S.D.N.Y. July 17, 1995) (“[A] complaint must contain more than conclusory allegations based upon surmise, conjecture and suspicion.’’). The self-defense privilege thus applies and is reason enough to dismiss the Complaint. B. The Pre-Litigation Privilege Protects Ms. Maxwell’s Statements Statements made by attorneys and parties pertinent to good faith anticipated litigation are conditionally privileged.'° Reasoning that “[w]hen litigation is anticipated, attorneys and parties should be free to communicate in order to reduce or avoid the need to actually commence litigation . ..Communication during this pre-litigation phase should be encouraged and not chilled by the possibility of being the basis of a defamation suit.” Front, Inc. v. Khalil, 24 N.Y.3d 713, 720 (N.Y. 2015).'' The Court of Appeals in Khalil expressly declined to apply the “general malice standard” to the pre-litigation privilege. Instead, the court held the qualified privilege is lost only where the party opposing dismissal “proves that the statements were not pertinent to a good faith anticipated litigation.” Jd. The Court of Appeals then upheld the dismissal of a defamation complaint premised upon pre-litigation letters including a demand and cease-and-desist notice because the statements contained in these documents were privileged. In cases preceding Khalil, New York appellate courts made clear the litigation privilege covers statements made in connection to “pending or contemplated litigation,” Caplan v. Winslet, 218 A.D.2d 148, 153 (1st Dep’t 1996) (emphasis added), including “all pertinent 0 Colorado law also recognizes a privilege for communications made “in reference to the subject matter of the proposed or pending litigation” and therefore, Ms. Maxwell’s Statements are privileged whether this Court applies New York or Colorado law. See Club Valencia Homeowners Ass’n, Inc. v. Valencia Associates, 712 P.2d 1024, 1027 (Colo. App. 1985) (“The purpose of this privilege...is to afford litigants the utmost freedom of access to the courts to preserve and defend their rights...’). In England, where all statements except the January 4 Statement one were made, the litigation privilege is broader than in the United States. As Justice Cardozo recognized, there the privilege exists whether the statements are relevant to the judicial proceedings or not. Andrews v. Gardiner, 224 N.Y. 440, 445 (N.Y. 1918). 13

communications among the parties, counsel, witnesses and the court,” regardless of “[w]hether a statement was made in or out of court, was on or off the record, or was made orally or in writing.” Frechtman v. Gutterman, 979 N.Y.S.2d 58 (1st Dep’t 2014) (quoting Sexter v. Warmflash, P.C. v. Margrabe, 828 N.Y.S.2d 315 (1st Dep’t 2007)). In International Publishing Concepts, LLC v. Locatelli, 9 N.Y.S.3d 593, 2015 N.Y. Slip Op. 50049 at *3-4 (N.Y. Sup. Ct. Jan. 15, 2015), letters and emails which detailed likely litigation and an intent to sue were extended the same pre-litigation privilege although sent to two non-parties who were only potentially affected by the litigation or witnesses to it. See also Kirk v. Heppt, 532 F.Supp.2d 586 (S.D.N.Y. 2008) (“The privilege is broad, and embraces anything that may possibly or plausibly be relevant to the litigation.”) (internal citations omitted). Ms. Maxwell’s 2011 Statement, incorporated by reference into the January 3 Statement, was issued by Devonshires Solicitors in London and explicitly sought to place the British tabloids on notice that litigation against them was forthcoming should they persist in printing Plaintiff's falsehoods. Menninger Decl. Ex. B. The general denial of the first paragraph (“Ghislaine Maxwell denies the various allegations about her that have appeared recently in the media. These allegations are all entirely false.”’) is followed by four paragraphs directly threatening litigation against newspapers: It is unacceptable that letters sent by Ms. Maxwell’s legal representatives to certain newspapers pointing out the truth and asking for the allegations to be withdrawn have simply been ignored. In the circumstances, Ms. Maxwell is now proceeding to take legal action against those newspapers. “T understand that newspapers need stories to sell copies. It is well known that certain newspapers live by the adage, ‘why let the truth get in the way of a good story.’ However, the allegations made against me are abhorrent and entirely untrue and I ask that they stop,” said Ghislaine Maxwell. 14

‘““A number of newspapers have shown a complete lack of accuracy in their reporting of this story and a failure to carry out the most elementary investigation or any real due diligence. Iam now taking action to clear my name,” she said. Td. A statement issued by attorneys, asking the newspapers to cease and desist publication of Plaintiff's false allegations, stating an intent to “take legal action against those newspapers,” pointing out the lack of accuracy in reporting and duly diligent reporting, and expressing again an intent to “take[e] action to clear” her name all demonstrate that the statement was “pertinent to good faith anticipated litigation” and should be afforded a litigation privilege. The newspapers were the potential parties to an action for repetition of the falsehoods, not some third-parties unaffiliated with potential claims held by Ms. Maxwell. Cf. Kirk, 532 F.Supp.2d at 594 (statements to malpractice insurance carrier entitled to privilege). The January 3 Statement, issued by the same spokesperson as the 2011 Statement, likewise represents a statement “pertinent to” anticipated good-faith litigation. Following another general denial (i.e., the “allegations are untrue’), the statement goes on to say that they are “obvious lies” and “should be treated as such and not publicized as news, as they are defamatory. Ghislaine Maxwell’s original response to the lies and defamatory statements remains the same. Maxwell strongly denies allegations of an unsavoury nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such claims.” Menninger Decl. Ex. E. These statements are pertinent to anticipated litigation against the press who was reporting Plaintiff’s falsehoods and should be afforded the same qualified privilege. See Locatelli, supra at *4 (“While such an injunction has not yet been sought, that fact should not be outcome determinative. Rather, it appears to have been intended at the time that these letters and emails were written...’’). 15

Finally, the January 4 Statement, in response to a request for comment as she left her apartment, “I am referring to the statement that was made,” should be afforded the same privilege as any undefined “statement” to which it referred. Il. PLAINTIFF FAILED TO PLAUSIBLY PLEAD DEFAMATION Under either New York or Colorado law, to state a cause of action for defamation, a plaintiff must prove: (1) defendant made a defamatory statement of fact concerning the plaintiff; (2) defendant published the statement to a third party; (3) defendant acted with the requisite fault; (4) the statement was false; and (5) resulting injury to the plaintiff. Kforce, Inc. v. Alden Personnel, Inc., 288 F.Supp.2d 513, 516 (S.D.N.Y. 2003); Zerr v. Johnson, 894 F. Supp. 374, 376 (D. Colo. 1995). Regarding injury, plaintiffs must prove special damages—meaning economic or financial loss—unless the defamation falls within a category of defamation per se. Kforce, Inc., 288 F. Supp.2d at 516; Thai v. Cayre Grp., Ltd., 726 F. Supp. 2d 323, 330 (S.D.N.Y. 2010) (defining special damages). Defamation per se constitutes a statement “which tends to disparage a person in the way of his office, profession or trade.” Id. To be per se actionable, there must therefore be a direct link between the statement and the plaintiff's particular profession. Id. Although state law applies to the merits of defamation claims, Rule 8 of the Federal Rules of Civil Procedure governs the pleading requirements in federal court. Under Rule 8, defamation allegations must be “simple, concise and direct,” allowing the defendant sufficient notice of the communications complained of to allow the defendant to defend him or herself. Deutsche Asset Mgmt, Inc. v. Callaghan, No. 01 Civ 4426 CBM, 2004 WL 758303, at *12 (S.D.N.Y. April 7, 2004). Importantly, to meet this standard, plaintiff must specify who made the statements, when they were made, to whom they were made and in what context they were made. Id. 16

Here, the defamation claim is fatally deficient for three independent reasons: (1) when viewed in context, the statements are not actionable defamatory statements; (2) the Complaint does not allege to whom or where the statements were made; and (3) the Complaint lacks either allegations of special damages or facts from which defamation per se could be established. Each of these three faults, standing alone, is sufficient to warrant dismissal for failure to state a claim. A. Viewed In Context, the Statements are Non-Actionable The Complaint improperly contains only excerpts of Ms. Maxwell’s Statements, thereby depriving the Court of the ability to adequately determine whether the Statements are actionable. The Supreme Court has long recognized the inherent difficulty in deciding defamation claims given the delicate balance between “the law of defamation and the freedoms of speech and press protected by the First Amendment.” Gertz v. Robert Welch, Inc., 418 U.S. 323, 325 (1974). On the one hand, the law of defamation is designed to “redress and compensate individuals who suffered serious harm to their reputations due to the careless or malicious communications of others.” Keohane v. Stewart, 882 P.2d 1293 (Colo. 1994). On the other hand, the First Amendment protects “society’s interest in encouraging and fostering vigorous public debate.” Id. (citing Abrams v. United States, 250 U.S. 616, 630 (1919) (Holmes, J. dissenting)). Due to the complexity of these competing interests, it is essential for courts to resolve as a matter of law whether the particular words alleged to be defamatory are in fact defamatory— i.e. designed to cause reputational injury. See Celle v. Fillipino Reporter Enters, Inc., 209 F.3d 163, 177 (2d Cir. 2000). To do so, defamatory statements must be considered in the context of the entire communication and the circumstances in which they were written. Jd. at 178; see also Keohane, 882 P.2d at 1299. As one court aptly stated, “Courts will not strain to find defamation where none exists.” Couloute, Jr. v. Rynarz, No. 11 CV 5986 (HB), 2012 WL 541089, at *5 (S.D.N.Y. Feb. 17, 2012). 17

In this case, Plaintiff is essentially asking this Court to “strain to find defamation” based on only snippets of Ms. Maxwell’s January 3 and January 4 Statements provided in the Complaint. See Compl. { 30. Her failure to provide the context within which the Statements were delivered alone warrants dismissal. Dillon v. City of New York, 261 A.D.2d 34, 39-40 (1st Dep’t 1999) (plaintiffs failure to set forth the entirety of the alleged defamatory statement resulted in only vague and conclusory allegations requiring dismissal); Edwards v. Great Northern Ins. Co., No. 03 CV 2947 (NG) (RML), 2006 WL 2053717, at *5 (E.D.N.Y. July 21, 2006) (dismissing defamation claim for plaintiffs failure, among other things, to plead the context in which the statements were made); Wanamaker v. Columbian Rope Co., 713 F.Supp.533, 545 (S.D.N.Y. 1989) (same). When Ms. Maxwell’s statements are actually viewed in context, it becomes clear why Plaintiff only provided excerpts. The Complaint describes Ms. Maxwell’s Statements as an attack on Plaintiff's honesty and truthfulness and a “concerted and malicious campaign to discredit Giuffre.” Compl. 28, 29. In reality, the statements are far from an attack by Ms. Maxwell. When read in context and as set forth above, it is clear that the January 3 Statement was issued in self defense and in anticipation of good-faith litigation against the news media. The January 3 Statement appears, inter alia, in a telegraph article entitled “Prince Andrew denies having relations with ‘sex slave’ girl.” Menninger Decl. Ex. E. The 12-page article contains denials by Prince Andrew and Alan Dershowitz. Buried among those allegations is the following response by Ms. Maxwell’s spokesman: The allegations made against Ghislaine Maxwell are untrue. Miss Maxwell strongly denies allegations of an unsavory nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such old defamatory claims. 18

Menninger Decl. Ex. E, at 2. As discussed above, such a statement, which was unequivocally made in response to repeated reputation-harming allegations, is protected by both the privilege of self-defense and the pre-litigation privilege and therefore is not actionable. Further, general denials such as the January 3 Statement are not actionable as defamatory statements. See McNamee v. Clemens, 762 F.Supp.2d 584, 601 (E.D.N.Y. 2011) (“general denials of accusations aren’t actionable’’); Independent Living Aids, Inc. v. Maxi-Aids, Inc., 981 F.Supp. 124, 128 (E.D.N.Y. 1997) (epithet “liar,” in context, where it reflects a mere denial of accusations, was personal opinion and rhetorical hyperbole). The context surrounding the January 3 Statement demonstrates it was a general denial made in self-defense and pre-litigation and therefore not actionable as a defamation claim. Likewise, when viewed in context, it is equally clear that the January 4 Statement is not an actionable statement of fact. The Complaint avers that “Maxwell continued her campaign to falsely and maliciously discredit” Plaintiff “when a reporter on a Manhattan street asked Maxwell” about the allegations and she “responded” by saying “I am referring to the statement that we made.” Compl. § 37. It also alleges that the New York Daily News "published a video" of “this response by Maxwell.” Yet the video found on the New York Daily News website of this encounter reveals substantially more context. See supra at__. First of all, Ms. Maxwell is accosted by the reporters as she emerged from an apartment on East 65th Street. The video is entitled accurately enough “Ghislaine Maxwell declines comment on allegations she is a 9912 madam.”’~ The filmed encounter begins with Ms. Maxwell stating that “I wish you a happy new year and thank you so much.” A voice then inquires, “so you’re basically not commenting, is i Available at http://www.nydailynews.com/news/world/alleged-madame-accused-supplying-princeandrew-article-1.2065505 (accessed November 30, 2015). 19

that...”; her response, “I’m referring to the statement that was made,” is barely audible. Another person questions, “is any of that true?” Ms. Maxwell then responds “C’mon guys” and walks away. The argument that the January 4 Statement is actionable defamation borders on frivolous. There are not even any questions which give the “interview” context, i.e., what the reporters said just before the camera clip begins, what “allegations” Ms. Maxwell was “responding” to. Certainly nothing in the context of the video mentions Plaintiff or her allegations. Any reasonable listener would understand the verbal video clip together with the heading “Ghislaine Maxwell declines comment on allegations she is a madam” to be just that—a declination to comment. The “statement that was made” is not even contextualized. Which statement? Made when and to whom? Even the Complaint characterizes the verbal words as a “response” to questions from a reporter. Even a strained reading of the allegations concerning the January 4 Statement does not demonstrate a defamatory meaning of and concerning Plaintiff, and any claim based thereon should be dismissed." B. The Complaint Does Not Allege to Whom, Where or in What Manner the January 3 Statement was Made It is long settled that “[f]ailure to state the particular person or persons to whom the allegedly slanderous or libelous comments were made as well as the time and manner in which the publications were made warrants dismissal.” Hawkins v. City of New York, No. 99 Civ. 11704 (RWS), 2005 WL 1861855, at *18 (S.D.N.Y. Aug. 4, 2005); see also Cruz, 2012 WL 4513484, at *4 (dismissing a defamation claim for failure to specifically allege the “when, where or in what manner the statements were made’). 13s : 3,3 : : Without the January 4 Statement to the New York Daily News reporter, it is entirely unclear that this case has any nexus to the United States, much less New York. 20

In Hawkins, the Complaint generally alleged that the defendants made false representations of fact about the plaintiff to “other supervisors of [p]laintiff with [the] NYPD.” Id. This Court held that by not identifying the individuals to whom the statement was allegedly made the claim was “fatally defective.” Id. Likewise, in J.P.R. Cafeteria, Inc. v. Kingsborough Community College of City University of New York, 847 N.Y.S.2d 902 (N.Y. Sup. Ct. Aug. 21, 2007), the defendant alleged in a counterclaim that the plaintiff made libelous and slanderous statements to employees and agents of his employer and the media. Id. at *5. Again, because the counterclaim did not identify the particular persons to whom the defamatory comments were made, it was dismissed. Id.; see also Cruz, 2012 WL 4513484, at *4 (dismissing a complaint containing conclusory allegations that defendant made statements that ended up in the headlines and quoted in the media). Here, as in Hawkins, the Complaint does not allege to whom the January 3 Statement was made. Instead, it merely contains the general allegation that it was “issued...to the media and public.” Compl. § 30. This precedent establishes that merely identifying a group or organization to whom the statement was published, such as “the media” or “the NYPD” is insufficient. Thus, because the Complaint only identifies the “media and public” as the recipient of the January 3 Statement, the pleading is insufficient. C. Plaintiff Has Not Properly Pled Special Damages a. The Alleged Defamatory Statement is Not Defamatory Per Se Plaintiff also fails to properly establish either defamation per se or special damages. The pleading is therefore defective. Thompson v. Bosswick, 855 F.Supp.2d 67, 77 (S.D.N.Y. 2012); Kforce, 288 F.Supp.2d at 516. Defamation per se is limited in scope and is only applicable when there is a direct link between “a particular profession and a particular disreputable vice of that profession.” Id. While explaining defamation per se, this Court quoted the following passage from Prosser and Keeton on the Law of Torts § 112, at 791 (Sth ed. 1984): 2

[I]t is actionable without proof of damage to say of a physician that he is a butcher..., of an attorney that he is a shyster, of a school teacher that he has been guilty of improper conduct as to his pupils, of a clergyman that is the subject of scandalous rumors, of a chauffeur that he is habitually drinking, of a merchant that his credit is bad or that he sells adulterated goods, of a public officer that he has accepted a bribe or has used his office for corrupt purposes...since these things discredit [one] in his chosen calling. The New York Court of Appeals, elaborating on this same concept, further noted that the defamatory “statement must be made with reference to a matter of significance and importance for [the plaintiff's profession, trade or office], rather than a more general reflection upon the plaintiff's character or qualities.” Liberman v. Gelstein, 80 N.Y.2d 429, 590 (N.Y. 1992). “The statement must be targeted at the specific standards of performance relevant to the plaintiffs business and must impute conduct that is ‘of a kind incompatible with the proper conduct of the business, trade, profession or office itself.’” Thompson, 855 F.Supp.2d at 77 (quoting Pure Power Boot Camp, Inc. v. Warrior Fitness Boot Camp, LLC, 813 F.Supp.2d 489, 550 (S.D.N.Y. 2011)). Here, it is impossible to determine a link between the January 3 or 4 Statements and Plaintiff's profession, because no profession is alleged. The only reference in the Complaint to Plaintiffs “profession” is in paragraphs 24 and 25 where she describes incorporating the Victims Refuse Silence, Inc. organization. Importantly, she allegedly incorporated that organization on December 23, 2014, approximately 10 days before the January 3 Statement. Compl. { 24. Further, other than stating the intent and goals of this newly incorporated organization, she has not described any actions taken by the organization or provided any indication that the organization is currently operating nor detailed her “occupation” within the organization. Given the close temporal proximity between the creation of Plaintiff's organization and the issuance of the Statements, it strains credulity to suggest that Ms. Maxwell even knew about 22

the organization or Plaintiff's supposed profession attendant thereto. If Ms. Maxwell had never heard of Victims Refuse Silence—which is likely—it is equally impossible to suggest that she directed any statements towards Plaintiff's role therein. Even accepting Plaintiff's allegations as true, the January 3 Statement is at most a general reflection upon Plaintiffs character or qualities. More accurately, the Statement can only be characterized as a reaction to certain specific allegations made by Plaintiff towards Ms. Maxwell. According to clear precedent set by this Court and the New York Court of Appeals, the Statement therefore is not defamation per se. b. Failure to Allege Special Damages Warrants Dismissal Because the January 3 Statement is not per se actionable even accepting the Plaintiff's allegations as true, the Court then must scrutinize the Complaint for allegations of special damages. Special damages are generally considered financial or economic damages that are “causally related to the alleged acts.” Hawkins, 2012 WL 4513484, at *19. Special damages “must be fully and accurately stated, with sufficient particularity to identify actual losses...The particularity requirement is strictly applied, as courts will dismiss defamation claims for failure to allege special damages with the requisite degree of specificity.” Thai v. Cayre Group, Ltd., 726 F.Supp.2d 323, 330 (S.D.N.Y. 2010). Plaintiff has not and cannot claim special damages as a result of Ms. Maxwell’s alleged defamatory statements. Instead, her allegations of damages are vague and conclusory and provide no factual basis to establish a causal connection to the alleged defamation. See Compl. { 19 (“Maxwell’s false statements have caused, and continue to cause, Giuffre economic damage...”). This obvious pleading defect also mandates dismissal. CONCLUSION For the reasons stated above, the Complaint fails to state a claim for which relief can be granted. Ms. Maxwell therefore respectfully requests that this Court dismiss the 23

Complaint with prejudice. In addition, in light of Plaintiff’s failure to show any factual basis for her claim, Ms. Maxwell requests permission to move for attorneys’ fees for the filing of this motion and any subsequent action necessary to prevent from further attempts by Plaintiff to direct additional unfounded and legally insufficient claims against Ms. Maxwell. Dated: November 30, 2015. Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger, Esq. HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on November 30, 2015, I electronically filed this Ghislaine Maxwell’s Memorandum of Law in Support of her Motion to Dismiss with the Clerk of Court using the CM/ECF system which will send notification to the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez 24

Case 1:15-cv-07433-RWS Documenti16 Filed 12/01/15 Page 1 of 2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK sca Ba X VIRGINIA L. GIUFFRE, PLAINTIFF, Vs 15-cv-07433-RWS GHISLAINE MAXWELL, DEFENDANT. ree See een ee eee x DECLARATION OF LAURA A. MENNINGER IN SUPPORT OF DEFENDANT GHISLAINE MAXWELL’S MOTION TO DISMISS COMPLAINT I, Laura A. Menninger, declare as follows: 1. I am an attorney at law duly licensed in the State of New York and admitted to practice in the United States District Court for the Southern District of New York. Iam a member of the law firm Haddon, Morgan and Foreman. P.C., counsel of record for Defendant Ghislaine Maxwell (“Maxwell”) in this action. I respectfully submit this declaration in support of Maxwell’s Motion to Dismiss the Complaint filed in this action by Plaintiff Virginia L. Giuffre. 2 Attached hereto as Exhibit A is a true and correct copy of the article, “Prince Andrew and the 17-year-old Girl His Sex Offender Friend Flew to Britain to Meet Him,” Daily Mail.Com, Mar. 2, 2011, available at http://www.dailymail.co.uk/news/article-1361039/PrinceAndrew-girl-17-sex-offender-friend-flew-Britain-meeet-him.html (last visited Nov. 30, 2015).

Case 1:15-cv-07433-RWS Document16 Filed 12/01/15 Page 2 of 2 3. Attached hereto as Exhibit B is a true and correct copy of “Statement on Behalf of Ghislaine Maxwell,” PR Hub, Mar. 9, 2011, available at http://pr.gaeatimes.com/statement-on behalf-of-ghislaine-max well-42551/ (last visited Nov. 30, 2015). 4. Attached hereto as Exhibit C is a true and correct copy of Order Denying Petitioner’s Motion to Join Under Rule 21 and Motion to Amend Under Rule 15, Jane Doe 1 and Jane Doe 2 v. U.S.A., Case No. 08-cv-80736-KAM (S.D. Fla. Apr. 15, 2008) (Doc. No. 324). a, Attached hereto as Exhibit D is a true and correct copy of Supplemental Order, Jane Doe 1 and Jane Doe 2 v. U.S.A., Case No. 08-cv-80736-KAM (S.D. Fla. Apr. 15, 2008) (Doc. No. 325). 6. Attached hereto as Exhibit E is a true and correct copy of “Prince Andrew denies having relations with ‘sex slave’ girl,” The Telegraph, Jan. 3, 2015, available at http://www.telegraph.co.uk/news/uknews/theroyalfamily/11323872/Prince-Andrewdenies-having-relations-with-sex-slave-girl.html (last visited Nov. 30, 2015). I declare under penalty of perjury that the foregoing is true and correct. Executed on November 30, 2015 in Denver, Colorado. s/ Laura A. Menninger Laura A. Menninger

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 1 of 26 EXHIBIT A

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 2 of 26 Prince Andrew and girl, 17, who sex offender friend flew to Britain to meet him | Daily Mail Online Feedback Follow @MullOniline Monday, Apr 20th 2018 SPM 78°F «8PM BEF S-Day Foronast Daily Mail com “Home [UK ¢ Sports | U.S. Showbiz | Australia | Femail | Health | Science | Money | Video | Travel | Columnists i wat foncibers Ase Hendin: Puusce § & vem Boghd Wheres RES BIE nig etol gad Prince Andrew and the 17-year-old girl his |»s+/ we [eneryourseaen | sex offender friend flew to Britain to meet him By SHARON CHURCHER UPDATED: 08:02 EST, 2 March 2011 101 View comments + Virginia Roberts reveals she is ‘Jane Doe 102’ In Jeffrey Epstein case « Mother-of-three spent four years as millionaire's personal masseuse « She describes being flown across world to meet Prince Andrew - Epstein trained her ‘as a prostitute for him and his friends’ As the UK's special representative for international trade, the Duke of York holds an important position, requiring sound judgement and widespread respect. But those qualities have been thrown into question since photographs of Prince Andrew with his billionaire financier friend Jeffrey Epstein, a convicted child-sex offender who was jailed for 18 months for soliciting underage prostitutes, appeared last weekend, Today, however, even more serious doubts are cast on his suitability afer a woman at the centre of the Epstein case revealed to The Mail on Sunday that she had, as a 17-year-old employed by Epstein, been flown across the world to be introduced to the Prince, hitodAwww.dailymail.co.uk/news/article- 1361039/Prince-Andrew-girl- 17-sex-offender-friend-flew-Britain-meet-him html

Firat meeting: Prince Andrew puts his arms around 17-year-old Virginia, centre On one of those occasions Virginia Roberts was subsequently pald $15,000 (£9,400). Her shocking account of her four years as Epstein’s personal masseuse is supported by court decuments, an eyewitness, photographs and flight details of Epstein’s private jets. One picture, said to have been taken by Epstein during Andrews first encounter with the girl in March 2001 and published today by The Mail on Sunday, shows the Prince with his arm around her waist. This is not the first time the Duke of York’s judgment and choice of associates have been questioned. He appears to relish the company of super-rich off billionalres from the Middle East, North Africa and the former Soviet Union. The peculiar sale of his former marital home to a Kazakh businessman for £15 million after it had languished unsoki for five years at £12 million has never been satisfactorily explained. In the recent leak of American diplomatic cables it was revealed that he had criticised an official corruption investigation into the huge ALYamamah arms deal between Britain and Saudi Arabia, while he Is also sald to be close to Saif Al-Islam Gaddafi, son of the beleaguered Libyan president, and may have had a role in the early release of Lockerbie bomber Abdelbaset Al Megrahi. But ft is Andrew's friendship with Epstein, whom Wh j | eon th e streets I , he has known since at least 2000, and with Epstein’s confidante Ghislaine Maxwell, daughter sl e pt with men for money. I was a of the late disgraced newspaper baron Robert paedophile’s dream Maxwell, that gives most concern. He was first seen with the pair on holiday in Thailand, and was pictured cavorting with Ghislaine at a Halloween fetishthemed party in Manhattan, The photograph that appeared last weekend shows the prince strolling through Central Park with 58-year-old Epstein. Andrew was said to have spent four days at his New York mansion in December, when he was joined by other distinguished guests, induding Woody Allen, at a dinner. It is by no means the first New York soiree Andrew has attended as Epstein’s guest. A lengthy profie of the financier in Vanity Fair magazine some years ago reported that Andrew was a quest at a cocktail party thrown by Epstein and Maxwell packed with young Russian models, ‘Some guests were horrified,‘ said the article's author, Vicky Ward, it should not be forgotten that Epstein Is a registered sex offender afer recently completing his Prince Andrew and girl, 17, who sex offender friend flew to Britain to meet him | Daily Mail Online Se / TAYLOR™ 2% y hast ioaily Raat FEMAIL TODAY Bruce Jenner wars a sports bra on motorcycle cruise while recovering from surgery amid gender transition Ahead of his interview with Diane Sawyer "Robert De Niro was a fat a**hole and Eric Roberts was a monster and spit in my face’: ‘Cursed’ Mariel Hemingway dishes on the mon wite hit on her Noeda holiday? Angelina Jolie looks a fittl stressed as she takes the chikiren to visit Brad Pitt on set Recently had surgery to prevent cancer Roseanne Barr, 62, reveals she is slowly going blind from Macular degeneration and ghucoma but says marfuana helps refove symptoms Spkt Ariana Grande and Big Sean break up after only eight months of dating The Love Me Harder crooner, 21, and the rapper, 27, are over Harry Connick Jr's face and a babytaced tegnager whe coukl be the next Justin Bieber: Why we're in love with American iol Sponsored httovAwww.dailymail.co.uk/news/article- 136103%Prince-Andrew-girl- 17-sex-offender-friend-flew- Britain-meet-him htm]

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 4 of 26 Prince Andrew and girl, 17, who sex offender friend flew to Britain to meet him | Daily Mail Online sentence for offences relating to child prostitution. However, he avoided trial on more serious charges that carried a potential life sentence. And no one reading The Mail on Sunday's interview with the woman who was prepared fo testify against him can be in any doubt of the seriousness of the charges. Epstein, a Wail Street money manager who once counted Bill Clinton and Donald Trump among his friends, became the subject of an undercover investigation in 2005 after the stepmother of a 14-year old girl claimed she was paid $200 (£125) to give him an ‘erotic massage’. The subsequent FBI probe uncovered at Jeast 20 girls levelling sexual allegations against him. Eventually, Epstein struck a ‘plea bargain’ with prosecutors ~ a practice not permitted under British law— under which he was allowed to plead guilty to two relatively minor charges. Police claim that his donations to politidans and his ‘dream team’ of influential lawyers deterred prosecutors from bringing more serious charges of sex-tralicking. The deal certainly kept the names of alot of Epstein’s famous friends out of an embarrassing court case. However, an unusual part of the agreement was that Epstein’s alleged viclims were allowed to bring civil proceedings against him. He has so far made 17 out-of-court settlernents, and some cases are ongoing. One of these girls was to have been 2 key wilness for ihe prosecution had the case gone to irial. She was just 15 years old when she was drawn into Epstein's exploitative world in 1998. in ber civil writ against him, under the pseudonym Jane Doe 102’ she alleged that her duties included being ‘sexually exploited by Epstein’s adult male peers including royalty’. Now, horrified by the evidence of Epstein and Andrew enjoying each other's company in New York, Jane Doe 102 has agreed to waive ber anonymity and ell for the first time her deeply disturbing story. Her real name is Virginia Robaris and she now lives in Australia, where she is a happily married mother of three. Over the course of a week during which she spoke at length to The Mail on Sunday, she appeared sometimes vulnerable, and sometimes steely, but always quietly resolute and consistent. Revisiting evenis from a past that she had hoped she had left behind, Virginia occasionally buried her face in. her hands. Some recollections ~ and, for reasons of taste, not all the details can be included here — caused her to flush with shame. 'l’m telling you things that even my husband didn't know,’ she said. Virginia, who has undergone counselling to try to come-to terms with her past, is honest about her initiation into Epstein’s depraved world. She was a troubled teenager, whose slender figure, delicate comploxion, hesitant voice and soulful blue eyes made her look young for her years. Bom in Sacramento, California, in August.1983, Virginia spent her early years on a small ranch an the West Coast of America. This seemingly idylic childhood ended when she was sexually Molested by a man close to her farnily. The fallout from that led to her parents temporarily splitting up. Blarning herself, Virginia began fo get into trouble Aged 71, she was sent to live with an aunt but repeatedly ran away. Living on the streeis, she was beaten up and slept with at feast two older men in return for food, ‘I was a paedophile’s dream,’ she says. Three years tater, she was reunited with her family and started a new life with her father who had moved to Palm Beach, Florida, where he was maintenance manager at Donald Trump's country club, Mar-a-Lego. Virginia got a part-time job as a changing room assistant ~which is where, soon after her 15th birthday, she met Ghislaine Maxwell, who invited her to work as Epstein’s personal masseuse. A new Hite: Virgina, now a mother-of-three, In Austral ‘bwas wearing my uniform — a white miniskirt and a skin-light white polo iop ~ when | was approached by Ghislaine, Virginia says. 4 told her | wanted fo become a masseuse and she said she worked for a very wealthy gentleman who was looking for a tavelling masseuse. I'd get training and be paid well. Virginia’s father gave his blessing, beheving his daughter was being handed the opportunity to learn a skill and to work for a wealthy and respectable emplayer. He drove her io Epstein’s pink mansion on the Palm Beach waterfront — he also owns a nine-storey home in New York, the cily's biggest private residence: a 7,500-ace ranch called Zorro’ in New Mexico and Lille Saint James, a private 70- acre atoll in the US Virgin tslands. That looks awkward! Stone-faced Nicki Ming] avoids looking at Beyonce as they waich Drake onstage at Coachella She didnt show any tove Troubled haseball star Josh Hamitten files for divoree from Real Housewives of Orange County spouse Katie following his drug ralapre Rise of Kylie Jenner: Aa ti-year-old posos in a sheor bodysuit at Coachella with rapper boyfriend Tyga, is she set to ba the most succassfal of the clan? Disturbing naw ‘Kylie Jenner challenge’ sees teens suck shot glasses to blow up thair lipa to double their size... with disastrous results A dangerous new craze Body FOUR days after baby! Controversial lingerie mode! flaunts her underwear-ciad figure joss than a woek after giving birth Barely had a haby bump Mad Max star Chariize Thoron foaks smokin’ hot in cacy plunging jumpsult for magazine shoot She's dating fellow actor Sean Penn Kanye West slams porception that musktians control society ‘Tke tho Huminail as he covers the magazine that Kim ‘broke the interne? with ‘Khas beiped me saye ives... ari Pve loved every minute of it: Joha Travolta delends Scientology AGAIN as he tries to promote bis new flim Jessica Chaslain suis up in medieval attire as she end Chas Hemawoith sheat scenes amid ancient UK ruins for upcoming movie Tha Huntamen nittp:/ www dailymail,co.uk/news/article- 1361039/Prince-Andrew-girl- 17-sex-offender-friend-flew-Britain- meet- him. hiral

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 5 of 26 Prince Andrew and girl, 17, who sex offender friend flew to Britain to meet him | Daily Mail Online Virginia says: ‘Ghisiaine said | was to start immediately and that someone would drive me home. My father Jeft and | was told to go upstairs.’ She was led by another woman through Epstein’s bedroom into a massage room where he lay face down naked on a table. He staried {o interviewed Virginia. This was unconventional, but Viginia had no suspicions. Presumably, she thought, this was how the wealthy conducted their business. Epstein elicited the information that Virginia had been a runaway, and was no longer 6 virgin. Virginia was then told to start massaging Epstein, under the instructions of the woman who had shown her in. The massage quickly developed into a sexual encounter. Virginia was uncomfortable, but reluctant te deny such important people, My face was red with embarrassment,’ she says. ‘But | felt under immense pressure to please them. The whole time it was going on, they were promising me the world, that I'd travel with Jeffrey on his private jet ond have a well-paid profession.’ Afterwards, she was given two $100 bills and told to return the next day. That was the beginning of the four years she spent with Epstein. For three of those years, she was under Florida’s age of consent, which is 18. Virginia was fascinated by his life story; the son of a humble New York City parks worker, he was a teacher before becoming a Wall Street broker and friends with the upper echelons of the political, financial and academic establishment, As a confused teenager, Virginia easily fell into the practice of sexually gratifying him for money. He guaranteed her a minimum of $200 each time she gave him what he called an’eratic massage.’ Virginia said: ‘| would always receive the money immediately. He would give me the cash from a wad he carried in a black duffel bag or an assistant paid me. ‘And, because of the way Epstein had warped her sensibilities, every time she took the cash, Virginia felt even more indebted to him. Secretly, he was also preparing her for an even more disturbing role. ‘Basically, | was training to be a prostitute for him and his friends who shared his interest in young Epstei n had trained me girls,’ she says: ‘After about two years, he started to ask me to “entenain’” his friends.’ to do whatever men it started when Epstein called Virginia at the Pam Wanted. I told myself | Beach apartment he had rented for her. « was special She recalls: ‘He sald, “I've got a good friend and} need you to fly to the island toentertain him, massage him and make him fee! how you make me feel.” He didn’t spell out what | had to do. He didn't have to. ‘He'd trained me to do whatever a man warited, | was shocked but } told mysell he was sharing me around because he trusted me and | was special, i was worried, but ] would do-anything lo keep Jeffrey happy and fo keep my place as his number one girl. He would keep telling me how lucky | was with the life | was leading and the money | was making. It was easy to fall into his grasp. “The way Il usually worked was {'d be sent io meet a man on the private Isiand Jefilrey owned in the Caribbean. or at his ranch in New Mexico. which was really isolated.’ She was ‘given’ to men ranging in age from their 40s fo their 60s. They included a well-known businessman (whose pregnant wife was asleep in the next room). a world-renowned scientist, a respecied Sberal politician and a foreign head of state. None appeared to think the arrangernent was unusual, Virginia says there were many other girls jn Epstein’s circle and that she was paid extra money to help recruit them. ‘They would lounge around the Palm Beach house, the ranch or the island, nude or topless,’ she says. ‘But | was one of the very few he trusted as “special” and chosen to “entertain” his friends.” Virginia took the sedative Xanax to detach herself from sordid reably. ‘il was an escape drug,’ she says. ‘It made me calm and helped me forget about what | had to do, | was up to eight pills a day.’ Epstein had no objection te Virginia's use of prescription drugs, no doubi recognising that they made her even more malleable. ‘I didn't want to go back to the life I'd had before’ she says. ‘She would bids hor drinking’: Cast and crew of RHOBH ‘divided' over Kirn Richards’ sobriety ates Following her arrest at The Bevery Hilts Hotel Bobby Flay, $9, accused of cheating with assistant half his 890 25 bitter diverce from Stephanie March gets uglier Elyse Tivell is 28 Calvin Harris opis for casual look as he touches down it London... while rumored} giffiend Taylor Swift | was honored at the ACMAS Kendall Jenner posts a YERY racy Instagram é picture of a naked bottom {but don't worry Bruce, a's not your daughter's!) A provocative shot Shintess Calum Best and his bikiniclad girifriendlantha Rose frolic on a beach as they § enjoy 3 romantic sun kissed getaway Lindsay Lohan's ex Snisna Gomez shows otf her new corves Ina skimpy frilfed bikinl top and hotpants as she hits the beach in Mexico... ahead of hor arrival bach in LA Adtchoices D> Kristen Stowart gots touchy-tealy with her iva-in ga} pat Alicia Cargile as they colobrate star's 25th birthday at Coachella Festival affection ‘Happy 420! Miley Cyrus smokes 3 bong in just pasts as sober Demi Lovate reflects on getting Joe Jonas high for the ‘First tine’ on marijuana celebration Net ready for her closeup! The Mindy Project's Jufta Stites is atmost unrecognizable without makeup as be heads toa NYC salon Actress was au naturel Prom ani proper: Maisie Wiliams goes sophisticaiod ine aheer prom drass at The Falling screering Game Of Thrones sar just turned 18 last week httpyAwww.dailymail.co.uk/news/arlicle- 1361039/Prince-Andrew-ginl- 17-sex-offender-friend-flew- Britain-meet-him html

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 6 of 26 Prince Andrew and girl, 17, who sex offender friend flew to Britain to meet him | Dally Mail Online ‘That made me totally obedient.’ Despite the fact that Epstein was, essentially, her pimp, this Efe now seemed normal to Virginia. || felt that he and Ghislaine really cared for me,’ she sald. ‘We'd do family things, like watch Sex And The City and eat popcorn, ‘A lot of it was very glamorous, | met famous friends of his such as Al Gore and Heidi Klum and Naomi Campbell. He introduced me as his “travelling masseuse.” Some people mistook me for his daughter. “Nhen we were in New York or Palm Beach, Ghislaine and | would shop all day, Jeffrey bought me jewellery = diamonds were his favourite — and wonderful furniture. He was paying me very well because I'd give him sex whenever he wanted it’ She was, she says, delighted when Epstein invited her to accompany him on a six-week trip in 2001. ‘He said we'd be going to Europe and North Africa to meet architects and interior decorators because he wanted to redo his New Mexico house, | threw my arms around him and gave him a peck on the cheek,’ They flewto Paris, then Spain, then Tangier. Finally, they went to London. ‘After we landed, we drove straight to Ghislaine’s house,' says Virginia. ‘I was given.a small upstairs bedroom, The following morning, Ghislaine came in. She was chirpy and jumped on the bed saying, “Get up, sleepyhead, You've got a big day. We've gat to go shopping. You need a dress as you're going to dance with a Prince tonight.” ‘She sald | needed to be “smiley” and bubbly becatise he was the Queen’s son. Ghislaine arid | went to Burberry, where she bought me a £5,000 bag, and to a few other designer stores where we bought a couple of dresses, a pair of embroidered jeans and a pink singlet, perfume and make-up, We got back to Ghislatne’s house at around 4pm andl ran straight upstairs to shower and dress. When E went downstairs, Ghislaine and Jeffrey were in the lounge. There was a knock at the door. Ghislaine led Andrew in and we kissed each other on the cheek. ‘Ghislaine served tea from a sno pot and biscuits, She knew Sarah Ferguson and they talked fondly about Andrews ‘daughters, Then Ghislaine asked Andrew how old he thought I was and he guessed 17 and they all laughed. Ghislaine made a joke that 1 was getting too old for Jeffrey. She said, "He'll soon have fo trade her in.” It was wadely known that he liked young girls.’ The four of them went out to dinner and on to Tramp.nightclub where, she says, Andrew danced with her. ‘After about an hout-and-a-half, we drove back to Ghislaine’s. All of us went upstairs and | asked Jeffrey to snap a picture of me with the Prince, | wanted something to show my Mom, Ghislaine and Jeffrey left us after that, and laler Andrew left. ‘In the morning, Ghislaine said, “You did well, He had fun”. We flew straight back to the States.’ The Mail on Sunday has confirmed that the tycoon’s jet flew to Paris on March 6, 2001, continuing to Granada, Tangier and London, before returning to New York. On the last Jeg.of the trip, Virginia was paid about $15,000 (£9,400) by Epstein, ‘It was amazing money, more than I'd ever made on a trip with him before, He didn’t say there was any special reason, but | felt like I'd done everything he wanted. He was Very pleased,’ There is no suggestion that there was any sexual contact between Virginia and Andrew, or that Andrew knew that Epstein paid herio have sex help me forget what I had to with his friends, do. It made me calm. However, the Prince must have been aware of Epstein's conviction when he stayed with him in New York in December. Virginia says she met Andrew for a second time around Easter 2001 at Epstein's Manhattan mansion. ‘When I got to the mansion, | was told, “Get ready, You are meeting someone in the office” - which is what they called the library. Andrew was sitting there in a big leather armchair. Counselling: Virginia at her mother's home at Pakn Beach #11998 I took eight pills a day to Ghislaine had just given him a present, a big toy that was his Spitting Image puppel. ‘He was smiling ear-lo-ear. Ha looked like a kid whose parents were taking him to Disney World. A beautiful girl called Johanna Sjoberg who worked for Jeffrey was sitting on Andrew's knee. Ghislaine guided me over to Andrew and | think he recognised me, though I don’t know if he remembered my name, ‘Please focus on my show: Conan O'Srien hits back at ane af his show writers who want on Twitter rant about state of late night comedy’ Aaron TaylorJohnson, & 24, and Sam Tay lorWood, 48, hold hands as they touch down in London ahead of the Axangers: Age Of URron premiere Realty star Lauren Stoner shows oft hor incredible beach body in tiny black and white bikini as she bite Miami with friends She heated up Misra ‘can't ki mysel hut them’: Bruce Jenner reveals his children are ‘the only ones he's concerned with' In new cp from his telkaB Disno Sewyor interview b's killing for sport’: Jurassic Workd trailer reveals Chris Pratl and Bryce DaBas Howard musi stop genetically 7 modified dinosaur that’s 7 eating tourists ‘lam very proud: Taylor Switt's mothor gives moving speach as sho honors singer with ACH Mifostons Award. a wook after reveating cancer diagnosis Ekzatoth Otsen hoks frash faced as she touches down In London to promote anticlpsted Avengers sequel Stars in Avengers: Age Of Ultron Pregnant Kourtney Kardashian shows off hor killer curves as she poses mide on KUWTH.. as Kris Jonner scokis drunk Scott Disick Doing a ‘Demi Moore’ First plot detalls for Star Wars spinoff movie Rogue Ons starring Gritish actress Febcity Jones are revealed at convention for the iconic franchise The Timberlakos ara ready!’ Justin shares the firet photo of gorgeous baby Silas in mom Jessica Blots arins as they cheer on his basketball tear ‘Viove you all: Zayn fiskk breaks month long Twitter sBence as he thanks fans in first tweets since quitting One Direction He's gone solo Berets Debkghtod Harper Beckham grins broadly at LAX airport white in the arms of her doting dad David. with her three brothers in tow David with his brood hitovAwww dailymail.co.uk/news/article- 1361039Prince-Andrew-girl- 17-sex-offender- friend flew- Britain-meet-him.htmi

Beckhams win batty te stay cool David and Victoria got go ahead to install atr-con to five bedrooms, gym and wine cellar at thelr $47 migion mansion Snakeskin on a panel Lady Gaga alithers into LAX is reptile print coat. with her two precious pupples In tow She knows how to stand out of a crowd Rita Ors goes from casual te dam as sho shanges out of patchwork jeans and Into a lecy black dress for Bye TY performance Brigsh singer in NY Kolly Clarkson hits the AGM Awards ina figurs« hagging floral dress as she presents the Milbstone prize te her ‘egendary’ mathor-in« law Reba McEntire Sho's a tineless beauty! New mother Binks Lively looks stunning ina scarkt gown as she attends The Age Of Adaline’s NYC premiere Organtser: Ghislaine Maxwoll looks on as Andrew put his arm around Virginia. Robort Maxwell's daughter invited her te work as Epstein’s personal masseuse soon after her 15th birthday Blake Lively hits her act te preenneiont movie's after-party ina We kissed on the cheek and Ghislaine placed me on his other knee,’ Johanna spoke to The Mail on a aera se Sunday three years ago about this incident, which took place when she was 21. Reynolds jokes that ho's She sald: ‘Ghistaine put the puppet's hand on Virginia's breast, then Andrew put his hand on my a of her onscreen breast. Itwas a great joke. Everybody laughed.’ After this, Virginia was paid, by Epstein, around ve interes) $400 (£250)." cca She met Andrew for the third and final time on Epstein's Caribbean island, Lite Saint James, cal ae Storgio Virginia was never under the British legal age of consent when she met Andrew. She was 17 during Arman! says women the first two encounters and 18 at the third, should look towards Cate Blanchett for By now, however, Epstein, had started to hint inspiration about that she was getting ‘too old’ for him. growing old gracefuly But during one trip to the island, Epstein and Ghislaine made their most astonishing The world's her oyster: proposition, and one which repulsed her. ‘They pea oe cade said Jeffrey wanted me to have his child,’ she cee ise 7 sho ariloe says. in LA... following retiremant from catwakk ‘They said | was part of their family and Iwas modaifing beautiful,young, loyal and nurturing and woukd be a great mother, / First class departure! They said | woukl have to sign a contract aoojueth Pahrow poke relinquishing rights to the chiki and consenting city chic In striped to Jeffrey having as many relationships as he aweater and cropped jeans as she jets out of liked. In return | would have my own mansion in New York Palm Beach and a large monthly payment, a percentage of his income,’ Seen This, finally, was a wake-up call to Virginia and Firat lady of try! she. began to see the way in which she had Bede Lamsbant anger been groomed. atthe AGMAwardsin 4 ‘lt was a smack in the face,’ she says. ‘I finally ee as a tealised this wasn’t ever going to be a real relationship but | knew if | refused, I'd be thrown back on the streets, So I said, “I'm too young. | wantio get my massage credentials, then maybe we'lldo it’, The tycoon took her at her word and, for her pack of country’s biggest names Hotel Hell! Gordon Ramsay reveals he caught hal fice from 49th birthday in August 2002, flew her to eae Thailand where he enralled her in a massage daughter course, Celebrity chefs woes Shortly after arriving there, she met an Beck to schoak Australian martial arts expert called Robert. They fell in love and, just ten days later, married P heads back home to in a Buddhist ceremony. England with his family ‘| called Jeffrey and told him I'd fallen madly in inna following the ‘beat love,’ Virginia says. ‘I was hoping he’d be Easterever delighted, But he said, “Have a nice fife,” and hung up on me.’ The couple now have two sons, aged Hung out with Atist pats five and four, and a daughter who recently turned one. Brooklyn Beckham, 16, http ww.dailymail.co.uk/news/article- 1361039/Prince- Andrew-girl- 17-sex- offender-friend-flew-Britain-meet-him him!

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 8 of 26 Prince Andrew and girl, 17, who sex offender friend flew to Britain to meet him | Daily Mail Online ‘The first few months afier | married Robert were the worst,’ she says. ‘I couldn't bring myself to tell him much. No man wants to know his wife has been traded out. ‘| felt very alone. | was having panic attacks and seeing a psychiatrist and was on anti-depressants. ‘ Virginia was beginning to put her Epstein days behind her when, three years ago, she was phoned by the FBI, ‘They said they had found photos of me at Jeffrey's Palm Beach house,’ she says, ‘(Epstein had] hidden cameras watching me the entire time even when I was in the bathroom, | was so embarrassed. ‘| told the FBI that my true purpose was sexual. They told me everything he did was Illegal because | was under age.' (The age of consent in Florida is 18). "They sald that if it had to go to trial, they'd need me because Id lived with him and that made me a key witness, | was very afraid, because he had so much power, but eventually | agreed to testify, | was glad he'd finally been found out. He shoukin't be hurting other girls. Following Epstein’s arrest, investigators are believed to have found a list of men’s names on his computer and asked him whether they had been ‘treated’ to sexual encounters with his menage of minors. ‘He took the Fifth Amendment, refusing to answer, indicating that if he were to answer the question, it could be incriminating,’ a source told The Mail on Sunday, Epstein struck a deal resulting in what commentators characterised as a ‘slap on the wrist’ for him, and ended up serving 13 months of his sentence, much of it in a Eberal work-release programme Lawyer Brad Edwards, who represented several of Epstein’s victims, said: ‘Rather than punish him the way they would an average Joe, they sent a dear message that with enough money and power and influence, the system can be bought,’ Virginia was spared her the humiliation of having to go before a jury, and has kept her feelings bottled up until last weekend's photograph of Andrew with Epstein triggered distressing memories, Virginia says: ‘I am appalled. To me, it’s saying, “We are above the law.” But Jeffrey Is a monster,’ Last night, neither Epstein, Ghislaine Maxwell nor Prince Andrew would comment on Virginia’s story. Share or comment on this article as hy Tahoate Pay Absolutely No Credit Card 20 Stars Who Are Aging Terribly... Forget the Cold War... Now K's Interost Untd 2017 With These Jaw. #8 WI Make You Cringe! Russla’s "Gold War” Dropping Credit Cards PressRoomvP Money Morning Newelsiter NoxtAdvisor What to oxpect from Lip Sync 13 Stars You Didn't Know Were Meat tho Most Exclusive Card in Banned from SNL bs, Battl, the most star-studded show Answers.com Toch.co | Select onTv Farnale Ar Force vet atresiod trying to slop US flay protest Teke a look af a Princess Diane ineplrad Beanie Raby Bonnie the ley Sate doxaitt Bre eating alone Hundreds of baby aplders crawl fom aquashed mothe: Ads by Google Typing Work At Homa Jobs johsense.com j Dollar Tree Jobs Hiring) weve itemycarear.com Make $17-24/4r. With Paid Benefits No Expetience Find Dollar Tree Jabs. Hiring immediately - Apply Here! Needed, Apply Now! 2016 Grants Avadabls CDL Training School crengland.me/TruckDriving We Train and Hire Drivers. Be On The Road In3 Chrissy Teigen turns heads in VERY daring denim hotpants and unbuttoned sheer blouse as she steps out with John Legend Sports Hlustrated model Miloy Cyrus causes ANOTHER online backlash by revealing hor armpit hale ina sate » but she's not the only celebrity te ditch the razor Pregnant Jennifer Love Hewitt cavers up her growing baby bump in obve green coal as she goes makeup iree for shopping trip In Pacific Palisades StyBsh as ever the second time around: How Kate made affordable jook highend ~and even managed to re-moar her favorites from her first pregnancy Cheers to that! Rihanna shows some akin in a feony mini. drass as she treats horaoll to a cocktail during Hawaii beach day In Hawaii for wedding Bon Affleck takes his chikdiren to the farmer's market In first sighting since news broke that he concealed siave« owning ancestor in PBS show Mariah Carey ‘rules out reconciling with estranged husband Nick Cannon. after he hinted hopes of a romantic reunion They have two children Christina Millan KB ( catches a ride onthe 2 underground as she checks out some famous sites around London Down to earth star Miranda Lambert acores multiple wins at 50th annual ACM Awartis but co-host Luke Bryan wing Entertainer af the Year gong The Obamas’ escape from the White House? ; Michefe, Barack andthe § girts ditch the press pack for an impromptu nature hike First Family in Virginia Lasi day in paradise: Stephanie Pratt and Josh Shepherd show off their beach bods as they jet back to reality foBowing luxury trip to the Bahamas The show must go ont Country star Kelth Urban hits the ACM Awards without wife Nicols Kidman... as she films in Australia Jebsetting couple hitp/Awww.dailymail.co.uk/news/article- 136 1039/Prince- Andrew-girl- 17-sex- offender-friend-flew- Britain-meet-him html

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c 0/43 Cas Statement on ase TAR hi 33-RWS Pocument 16-1 Filed 12/01/15 Page 10 of 26 aine Maxwell Page | of 2 Share this PR Hub © Subscribe by Email... page ‘Breallag News | Entertainment tL Sains 1B Business | Polities I Science ~ TeAhtioloiay Odd News i Health | Law More Statement on Behalf of Ghislaine Maxwell BY DEVONSHIRES SOLICITORS, PRNE WEDNESDAY, MARCH 9, 2011 LONDON, March 10, 2011 - Ghislaine Maxwell denies the various allegations about her that have appeared recently in the media. These allegations are all entirely false. It is unacceptable that letters sent by Ms Maxwell's legal representatives to certain newspapers pointing out the truth and asking for the allegations to be withdrawn have simply been ignored. In the circumstances, Ms Maxwell is now proceeding to take legal action against those newspapers. "IT understand newspapers need stories to sell copies. It is well known that certain newspapers live by the adage, "why let the truth get in the way of a good story." However, the allegations made against me are abhorrent and entirely untrue and | ask that they stop," said Ghislaine Maxwell, "A number of newspapers have shown a complete lack of accuracy in their reporting of this story and a failure to carry out the most elementary investigation or any real due diligence. I am now taking action to clear my name," she said. Media contact: Ross Gow Acuity Reputation Tel: +44-203-008-7790 Mob: +44-7778-755-251 Email; ross@acuityreputation.com Media contact: Ross Gow, Acuity Reputation, Tel: +44-203008-7790, Mob: +44-7778-755-251, Email: ross at acuityreputation.com : Filed under: Government and Policy, Law, Media Tags: Devonshires Solicitors, London, March 10, United Kingdom GOVERNMENT AND POLICY NEWS CSA Group Selects Frankfurt, Germany for new European Headquarters The First International Gateway to Africa Conference in Geneva: Africa&apos;s Challenges Today and Tomorrow Central Saint Martins and Method Launch Accelerator to Drive Innovation and Support UK Economic Growth North East Lincolnshire Council Employees&apos; Ideas Win Votes http://pr.gaeatimes.com/statement-on-behalf-of-ghislaine-maxwell-4255 |/ MARCH 10 NEWS Tech Mahindra Opens a new Development Centre in Bonn, Germany Website Optimisation and Internet Marketing From Weblinx Sir Paul McCartney Supports BUAV Campaign to end Cruel Older News _ SMTWT FS 20 2122 23 24 25 26 2728 1234 5 6 78910 i1 12 4141§-569-3956 MOBILE 8/24/2015

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 11 of 26 EXHIBIT C

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 12 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 1 of 10 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE NO.:08-CV-80736-KAM JANE DOE 1 and JANE DOE 2, Petitioners, vs. UNITED STATES OF AMERICA, Respondent. / ORDER DENYING PETITIONERS’ MOTION TO JOIN UNDER RULE 21 AND MOTION TO AMEND UNDER RULE 15 This cause is before the Court on Jane Doe 3 and Jane Doe 4’s Corrected Motion Pursuant to Rule 21 for Joinder in Action (“Rule 21 Motion”) (DE 280), and Jane Doe | and Jane Doe 2’s Protective Motion Pursuant to Rule 15 to Amend Their Pleadings to Conform to Existing Evidence and to Add Jane Doe 3 and Jane Doc 4 as Petitioners (“Rule 15 Motion”) (DE 311). Both motions are ripe for review. For the following reasons, the Court concludes that they should be denied. I. Background This is an action by two unnamed petitioners, Jane Doe 1 and Jane Doe 2, seeking to prosecute a claim under the Crime Victims’ Rights Act (CVRA), 18 U.S.C. § 3771. (DE 1). Generally, they allege that the respondent Government violated their rights under the CVRA by failing to consult with them before negotiating a non-prosecution agreement with Jeffrey Epstein, who subjected them to various sexual crimes while they were minors. (Id.). Petitioners initiated this action in July 2008. (id.).

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 13 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 2 of 10 On December 30, 2014, two other unnamed victims, Jane Doe 3 and Jane Doe 4, moved to join as petitioners in this action pursuant to Federal Rule of Civil Procedure 21. (DE 280). Petitioners (Jane Doe | and Jane Doe 2) support the Rule 21 Motion. (Id, at 11). Jane Doe 3 and Jane Doe 4 argue that they “have suffered the same violations of their rights under the [CVRA] as the” Petitioners, and they “desire to join in this action to vindicate their rights as well.” (Id. at 1). The Government vehemently opposes joinder under Rule 21. (DE 290). The Government argues that Rule 15 is the proper procedural device for adding parties to an action, not Rule 21. (Id. at 1). “[OJut of an abundance of caution,” Petitioners filed a motion to amend their petition under Rule 15, conforming the petition to the evidence and adding Jane Doe 3 and Jane Doe 4 as petitioners. (DE 311 at 2). The Government opposes the Rule 15 Motion as well. (DE 3 14). Among other things, the Government argues that amending the petition to include Jane Doe 3 and Jane Doe 4 should be denied because of their undue delay in seeking to join the proceedings, and the undue prejudice that amendment will cause. (Id.). After considering the parties’ submissions and the proposed amended petition, the Court finds that justice does not require amendment in this instance and exercises its discretion to deny the amendment. IJ. Discussion “The decision whether to grant leave to amend a complaint is within the sole discretion of the district court.” Laurie v. Ala. Ct. Crim. Apps., 256 F.3d 1266, 1274 (11th Cir. 2001). “The court should freely give leave when justice so requires.” Fed. R. Civ. P. 15(a)(2). Justice does not require amendment in several instances, “includ[ing] undue delay, bad faith, dilatory motive

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 14 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 3 of 10 on the part of the movant, . . . undue prejudice to the opposing party by virtue of allowance of the amendment, [and] futility of amendment.’” Laurie, 256 F.3d at 1274 (quoting Foman v. Davis, 371 U.S. 178, 182 (1962)). In addition to considering the effect of amendment on the parties, the court must consider “the importance of the amendment on the proper determination of the merits of a dispute.” 6 Wright & Miller, Fed. Prac. & Fed. P. § 1488, p. 814 3d ed. 2010). Justice does not require amendment where the addition of parties with duplicative claims will not materially advance the resolution of the litigation on the merits. See Herring v. Delta Air Lines, Inc., 894 F.2d 1020, 1024 (9th Cir. 1989). A. Rule 21 Motion Jane Doe 3 and Jane Doe 4’s first attempt to join in this proceeding was brought under Rule 21. (DE 280). “If parties seek to add a party under Rule 21, courts generally use the standard of Rule 15, governing amendments to pleadings, to determine whether to allow the addition.” 12 Wright & Miller, Fed. Prac. & Fed. P., p. 432 (3d ed. 2013); see also Galustian v. Peter, 591 F.3d 724, 729-30 (4th Cir. 2010) (collecting cases and noting that Rule 15(a) applies to amendments seeking to add parties); Frank v. U.S. West, Inc., 3 F.3d 1357, 1365 (10th Cir. 1993) (“A motion to add a party is governed by Fed. R. Civ. P. 15(a)....”). Rule 21, “Misjoinder and Non-joinder of Parties,” provides the court with a tool for correcting the “misjoinder” of parties that would otherwise result in dismissal. Fed. R. Civ. P. 21. Insofar as Rule 21 “relates to the addition of parties, it is intended to permit the bringing in of a person, who through inadvertence, mistake or for some other reason, had not been made a party and whose presence as a party is later found necessary or desirable.” United States v. Com. Bank of N. Am., 31 F.R.D. 133, 135 (S.D.N.Y. 1962) (internal quotation marks omitted).

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 15 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 4 of 10 In their Rule 21 Motion, Jane Doe 3 and Jane Doe 4 do not claim that they were omitted from this proceeding due to any “inadvertence” or “mistake” by Petitioners; rather, they seek to join this proceeding as parties that could have been permissively joined in the original petition under Rule 20 (“Permissive Joinder of Parties”). As courts generally use the standards of Rule 15 to evaluate such circumstances, the Court will consider the joinder issue as presented in the Rule 15 Motion.! The Court will consider the arguments presented in the Rule 21 Motion as if they are set forth in the Rule 15 Motion as well. Because the arguments are presented in the Rule 15 Motion (and because the Court is denying the Rule 15 Motion on its merits, as discussed below), the Rule 21 Motion will be denied. | The Court also concludes that portions of the Rule 21 Motion and related filings should be stricken from the record. Pending for this Court’s consideration is a Motion for Limited Intervention filed by Alan M. Dershowitz, who seeks to intervene to “strike the outrageous and impertinent allegations made against him and [to] request[] a show cause order to the attorneys that have made them.” (DE 282 at 1). The Court has considered Mr. Dershowitz’s arguments, but it finds that his intervention is unnecessary as Federal Rule of Civil Procedure 12(f) empowers the Court “‘on its own” to “strike from a pleading an insufficient defense or any redundant, immaterial, impertinent, or scandalous matter.” Fed. R. Civ. P. 12(f). Petitioners’ Rule 21 Motion consists of relatively little argumentation regarding why the Court should permit them to join in this action: they argue that (1) they were sexually abused by ' The Court notes that, regardless of which motion it considers, the same standard governs the addition of parties under Rule 21 and Rule 15. See Goston v. Potter, No. 08-cv-478 FJS ATB, 2010 WL 4774238, at *5 (N.D.N.Y. 2010) (citing Bridgeport Music, Inc. v. Universal Music Grp., Inc., 248 F.R.D. 408, 412 (S.D.N.Y. 2008)). 4

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 16 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 5 of 10 Jeffrey Epstein, and (2) the Government violated their CVRA rights by concealing the nonprosecution agreement with them. (DE 280 at 3; see id. at 7-8). However, the bulk of the Rule 21 Motion consists of copious factual details that Jane Doe 3 and Jane Doe 4 “would prove” “[i]f allowed to join this action.” (Id. at 3, 7). Specifically, Jane Doe 3 proffers that she could prove the circumstances under which a non-party introduced her to Mr. Epstein, and how Mr. Epstein sexually trafficked her to several high-profile non-party individuals, “including numerous prominent American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders.” (Id. at 3-6). She names several individuals, and she offers details about the type of sex acts performed and where they took place. (See id. at 5). At this juncture in the proceedings, these lurid details are unnecessary to the determination of whether Jane Doe 3 and Jane Doe 4 should be permitted to join Petitioners’ claim that the Government violated their rights under the CVRA. The factual details regarding with whom and where the Jane Does engaged in sexual activities are immaterial and impertinent to this central claim (i.e., that they were known victims of Mr. Epstein and the Government owed them CVRA duties), especially considering that these details involve non-parties who are not related to the respondent Government. These unnecessary details shall be stricken. The original Rule 21 Motion (DE 279) shall be stricken in its entirety, as it is wholly superseded by the “corrected” version of the Rule 21 Motion (DE 280). From the corrected Rule 21 Motion, the Court shall strike all factual details regarding Jane Doe 3 between the following sentences: “The Government then concealed from Jane Doe #3 the existence of its NPA from 2 Jane Doe 4’s proffer is limited to sexual acts between Mr. Epstein and herself. (See DE 280 at 7-8).

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 17 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 6 of 10 Jane Doe #3, in violation of her rights under the CVRA” (id, at 3); and “The Government was well aware of Jane Doe #3 when it was negotiating the NPA, as it listed her as a victim in the attachment to the NPA” (id. at 6). As none of Jane Doe 4’s factual details relate to non-parties, the Court finds it unnecessary to strike the portion of the Rule 2] Motion related to her circumstances. Regarding the Declaration in support of Petitioners’ response to Mr. Dershowitz’s motion to intervene (DE 291-1), the Court shall strike paragraphs 4, 5, 7, 11, 13, 15, 19 through 53, and 59, as they contain impertinent details regarding non-parties. Regarding the Declaration of Jane Doe 3 in support of the Rule 21 Motion (DE 310-1), the Court shall strike paragraphs 7 through 12, 16, 39, and 49, as they contain impertinent details regarding nonparties. Jane Doe 3 is free to reassert these factual details through proper evidentiary proof, should Petitioners demonstrate a good faith basis for believing that such details are pertinent to a matter presented for the Court’s consideration. As mentioned, Mr. Dershowitz moves to intervene “for the limited purposes of moving to strike the outrageous and impertinent allegations made against him and requesting a show cause order to the attorneys that have made them.” (DE 282 at 1). As the Court has taken it upon itself to strike the impertinent factual details from the Rule 21 Motion and related filings, the Court concludes that Mr. Derschowitz’s intervention in this case is unnecessary. Accordingly, his motion to intervene will be denied as moot.’ Regarding whether a show cause order should > This also moots Mr. Dershowitz’s Motion for Leave to File Supplemental Reply in Support of Motion for Limited Intervention. (DE 317). Denying Mr. Dershowitz’s motion to intervene also renders moot Petitioners’ motion (DE 292) to file a sealed document supporting its response to Mr. Dershowitz’s motion. It will accordingly be denied as moot, and DE 293 (the sealed response) will be stricken from the record.

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 18 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 7 of 10 issue, the Court finds that its action of striking the lurid details from Petitioners’ submissions is sanction enough. However, the Court cautions that all counsel are subject to Rule 11’s mandate that all submissions be presented for a proper purpose and factual contentions have evidentiary support, Fed. R. Civ. P. 11(b)(1) and (3), and that the Court may, on its own, strike from any pleading “any redundant, immaterial, impertinent, or scandalous matter,” Fed. R. Civ... 120): B. Rule 15 Motion Between their two motions (the Rule 21 Motion and Rule 15 Motion), Jane Doe 3 and Jane Doe 4 assert that “they desire to join in this action to vindicate their rights [under the CVRA] as well.” (DE 280 at 1). Although Petitioners already seek the invalidation of Mr. Epstein’s non-prosecution agreement on behalf of all “other similarly-situated victims” (DE 189 at 1; DE 311 at 2, 12, 15, 18-19), Jane Doe 3 and Jane Doe 4 argue that they should be fellow travelers in this pursuit, lest they “be forced to file a separate suit raising their claims” resulting in “duplicative litigation” (DE 280 at 11). The Court finds that justice does not require adding new parties this late in the proceedings who will raise claims that are admittedly “duplicative” of the claims already presented by Petitioners. The Does’ submissions demonstrate that it is entirely unnecessary for Jane Doe 3 and Jane Doe 4 to proceed as parties in this action, rather than as fact witnesses available to offer relevant, admissible, and non-cumulative testimony. (See, ¢.g., DE 280 at 2 (Jane Doe 3 and Jane Doe 4 “are in many respects similarly situated to the current victims”), 9 (“The new victims will establish at trial that the Government violated their CVRA rights in the same way as it violated the rights of the other victims.”), 10 (Jane Doe 3 and Jane Doe 4 “will simply join in motions that the current victims were going to file in any event.”), 11 (litigating Jane Doe 3 and

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 19 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 8 of 10 Jane Doe 4’s claims would be “duplicative’”); DE 298 at 1 n.1 (“As promised . . . Jane Doe No. 3 and Jane Doe No. 4 do not seek to expand the number of pleadings filed in this case. If allowed to join this action, they would simply support the pleadings already being filed by Jane Doe No. 1 and Jane Doe No. 2.”); DE 311 at 5 n.3 (“[A]II four victims (represented by the same legal counsel) intend to coordinate efforts and avoid duplicative pleadings.”), 15 (Jane Doe 3 and Jane Doe 4 “challenge the same secret agreement _i.e., the NPA that the Government executed with Epstein and then concealed from the victims. This is made clear by the proposed amendment itself, in which all four victims simply allege the same general facts.”)). As the Does argue at length in their Rule 15 Motion, Jane Doe 1’s original petition “specifically allege[s] that the Government was violating not only her rights but the rights of other similarly-situated victims.” (DE 311 at 2). The Court fails to see why the addition of “other similarly-situated victims” is now necessary to “vindicate their rights as well.” (DE 280 at 1). Of course, Jane Doe 3 and Jane Doe 4 can participate in this litigated effort to vindicate the rights of similarly situated victims _ there is no requirement that the evidentiary proof submitted in this case come only from the named parties. Petitioners point out as much, noting that, regardless of whether this Court grants the Rule 15 Motion, “they will call Jane Doe No. 3 as a witness at any trial.” (DE 311 at 17.7). The necessary “participation” of Jane Doe 3 and Jane Doe 4 in this case can be satisfied by offering their properly supported and relevant, admissible, and non-cumulative testimony as needed, whether through testimony at trial (see DE 280 at 9) or affidavits submitted to support the relevancy of discovery requests" (see ‘ The non-party Jane Does clearly understand how to submit affidavits. (See DEs 291-1, 310-1).

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 20 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 9 of 10 id. at 10). Petitioners do not contend that Jane Doe 3 and Jane Doe 4’s “participation in this case” can only be achieved by listing them as parties. As it stands under the original petition, the merits of this case will be decided based on a determination of whether the Government violated the rights of Jane Doe 1, Jane Doe 2, and all “other similarly situated victims” under the CVRA. Jane Doe 3 and Jane Doe 4 may offer relevant, admissible, and non-cumulative evidence that advances that determination, but their participation as listed parties is not necessary in that regard. See Herring, 894 F.2d at 1024 (District court did not abuse its discretion by denying amendment where “addition of more plaintiffs... would not have affected the issues underlying the grant of summary judgment.”); cf. Arthur v. Stern, 2008 WL 2620116, at *7 (S.D. Tex. 2008) (Under Rule 15, “courts have held that leave to amend to assert a claim already at issue in [another lawsuit] should not be granted if the same parties are involved, the same substantive claim is raised, and the same relief is sought.”).> And, as to Jane Doe 4 at least, adding her as a party raises unnecessary questions about whether she is a proper party to this action.° Petitioners also admit that amending the petition to conform to the evidence — by including references to the non-prosecution agreement itself is “unnecessary” as the “existing petition is broad enough to cover the developing evidence in this case.” (DE 311). The Court > The Court expresses no opinion at this time whether any of the attestations made by Jane Doe 3 and Jane Doe 4 in support of their motion will be relevant, admissible, and noncumulative. ° The Government contends that Jane Doe 4 is not a true “victim” in this case because she was not known at the time the Government negotiated the non-prosecution agreement, and accordingly she was not entitled to notification rights under the CVRA. (See DE 290 at 10). Any “duplicative” litigation filed by Jane Doe 4 would necessarily raise the issue of whether she has standing under the CVRA under these circumstances. 9

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 21 of 26 Case 9:08-cv-80736-KAM Document 324 Entered on FLSD Docket 04/07/2015 Page 10 of 10 agrees, and it concludes that justice does not require amending the petition this late in the proceedings. II. Conclusion Accordingly, it is hereby ORDERED AND ADJUDGED as follows: the Rule 21 Motion (DE 280) is DENIED; the Rule 15 Motion (DE 311) is DENIED; Intervenor Dershowitz’s Motion for Limited Intervention (DE 282) and Motion for Leave to File Supplemental Reply in Support of Motion for Limited Intervention (DE 317) are DENIED AS MOOT; Petitioners’ Motion to Seal (DE 292) is DENIED AS MOOT; the following materials are hereby STRICKEN from the record: ° DE 279, in its entirety. ° DE 280, all sentences between the following sentences: “The Government then concealed from Jane Doe #3 the existence of its NPA from Jane Doe #3, in violation of her rights under the CVRA” (DE 280 at 3); and “The Government was well aware of Jane Doe #3 when it was negotiating the NPA, as it listed her as a victim in the attachment to the NPA” (DE 280 at 6). ° DE 291-1, paragraphs 4,5, 7, 11, 13, 15, 19 through 53, and 59. ° DE 310-1, paragraphs 7 through 12, 16, 39, and 49. . DE 293, in its entirety. DONE AND ORDERED in chambers at West Palm Beach, Palm Beach County, Florida, this 6" day of April, 2015. pe KENNETH A. MARRA United States District Judge 10

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 22 of 26 EXHIBIT D

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 23 of 26 Case 9:08-cv-80736-KAM Document 325 Entered on FLSD Docket 04/07/2015 Page 1of1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE NO.:08-CV-80736-KAM JANE DOE 1 and JANE DOE 2, Petitioners, vs. UNITED STATES OF AMERICA, Respondent. / SUPPLEMENTAL ORDER This cause is before the Court on its Order Denying Petitioners’ Motion to Join Under Rule 21 and Motion to Amend Under Rule 15. (DE 324). In accordance with the portion of that Order striking materials from the record (see id. at 10), the Court informs the parties of the following: The affected docket entries (DEs 279, 280, 291-1, 293, and 310-1) shall be restricted from public access on the docket in their entities. Docket entries 279 and 293, which were stricken in their entirety, shall remain so restricted. Regarding the docket entries of which portions were stricken (DEs 280, 291-1, and 310-1), Petitioners may re-file those documents omitting the stricken portions. The re-filed documents must conform to the originally filed documents in all respects, but with the stricken portions omitted. DONE AND ORDERED in chambers at West Palm Beach, Palm Beach County, Florida, this 7" day of April, 2015. a foo LE ie KENNETH A. MARRA — United States District Court

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 24 of 26 EXHIBIT E

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 25 of 26 11/30/2015 Prince Andrew denies having relations with ‘sex slave’ girl - Telegraph Prince Andrew denies having relations with ‘sex slave’ girl Buckingham Palace issues an unprecedented statement denying the Duke of York slept with Virgina Roberts, the girl at the centre of the ‘sex slave' court case By Robert Mendick, and Rob Crilly in New York 10:49PM GMT 03 Jan 2015 The Duke of York last night emphatically denied sleeping with the woman at the centre of an alleged sex-slave scandal. Prince Andrew had been accused in court documents, lodged in the United States, of sexually abusing a 17-year-old girl, Virginia Roberts, who was allegedly supplied to him by friend and convicted sex offender, Jeffrey Epstein. But in an unprecedented statement, Buckingham Palace, insisted that the claims were categorically untrue. Following a day of bruising headlines, a spokesman for Buckingham Palace said: “Tt is emphatically denied that HRH The Duke of York had any form of sexual contact or relationship with Virginia Roberts. The allegations made are false and without any foundation.” Lawyers acting for the Duke of York have privately accused Mrs Roberts of embarking on a “speculative fishing expedition” in an attempting to ensnare him in the under-age sex scandal. As well as accusing him of having slept with her, papers lodged by her Jegal team, go on to accuse the Prince of lobbying the US authorities (o ensure Epstein was given a “more favourable plea” bargain following a series of sex abuse allegations against him. In 2008, Epstein was jailed for 18 months after pleading guilty to one state charge of soliciting prostitution. Several other charges were dropped. Mrs Roberts’ lawyers are now seeking “documents regarding Epstein’s lobbying efforts to persuade the government to give him a more favourable plea arrangement and/or non-prosecution agreement, including efforts on his behalf by Prince Andrew.” The Telegraph can disclose that lawyers acting for the Duke of York have examined the 13-page motion submitted in the Florida courts. It is understood the lawyers view the claim of lobbying as “a speculative fishing expedition”. They are understood to believe that her lawyers do not have proof that lobbying was conducted by the Prince, but want to see if any paperwork that supports such a claim actually exists. On Friday Buckingham Palace took the highly unusual step of “categorically” denying the allegations made by the woman — who at that stage was only identified as Jane Doe 3 in the court documents. The initial statement read: “Any suggestion of impropriety with under-age minors is categorically untrue.” But Palace officials last night decided to go further still and meet the scandal head with a statement that not only addressed the issue of sex, but also named the complainant. Attempts to shore up the Prince’s reputation were helped by an interview given by Alan Dershowitz. the Harvard law professor and criminal defence lawyer who represented Epstein. Mr Dershowitz has also been accused by Jane Doe 3 of having “sexual relations” with her “on numerous occasions while she was a minor, not only in Florida but also on private planes, in New York, New Mexico. and the US Virgin Islands”. Mr Dershowitz told BBC Radio 4’s Today programme the claims against him were false. He said: “My only feeling is if she’s lied about me, which I know to http:/Avww.telegraph.co.uk/news/uknews/ther oyalfamily/11 323872/Prince-Andrew-denies-having-relations-with-sex-slave-girl.htm! 1/2

Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 26 of 26 41/30/2015 Prince Andrew denies having relations with 'sex slave’ girl - Telegraph an absolute certainty she has, she should not be believed about anyone else. We know she’s lied about other public figures including a former prime minister and others who she claims to have participated in sexual activities with, so I think it must be presumed all her allegations against Prince Andrew were false as well.” Ghislaine Maxwell, the daughter of Robert Maxwell, also denied allegations that she had acted as a “madame for Epstein” and “facilitated Prince Andrew's acts of sexual abuse”. Her spokesman said: “The allegations made against Ghislaine Maxwell are untrue. “Miss Maxwell strongly denies allegations of an unsavoury nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such old defamatory claims.” Ina statement released through her lawyers to The Guardian, the alleged victim responded to the denials. “These types of aggressive attacks on me are exactly the reason why sexual abuse victims typically remain silent,” she said. “I’m not going to be bullied back into silence.” Reta eae © Copyright of Telegraph Media Group Limited 2015 http:/Avww.telegraph.co.uk/news/uknews/ther oyalfamily/11323872/Prince-Andrew-denies-having-relations-with-sex-slave-girl -Atml 2/2

Case 1:15-cv-07433-RWS Document17 Filed 12/01/15 Page1of3 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ee eee XxX VIRGINIA L. GIUFFRE, PLAINTIFF, V. 15-cv-07433-RWS GHISLAINE MPOs wert, Oral Argument Requested for January DEFENDANT GHISLAINE MAXWELL’S NOTICE OF MOTION FOR A STAY OF DISCOVERY PENDING DECISION ON DEFENDANT’S MOTION TO DISMISS PLEASE TAKE NOTICE THAT, upon the accompanying Memorandum of Law, dated November 30, 2015, including Exhibit A attached hereto, and upon all prior pleadings and proceedings in this action, other documents on file in this action, and any oral argument of counsel, Defendant Ghislaine Maxwell (“Maxwell”) will move this Court, before the Honorable Robert W. Sweet, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York, Courtroom 18C, for an Order pursuant to Federal Rule of Civil Procedure 26(c) staying discovery during the pendency of Maxwell’s Motion to Dismiss.

Case 1:15-cv-07433-RWS Document17 Filed 12/01/15 Page 2 of 3 Dated: November 30, 2015 Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger@hmflaw.com Attorneys for Ghislaine Maxwell

Case 1:15-cv-07433-RWS Document17 Filed 12/01/15 Page 3of3 CERTIFICATE OF SERVICE I certify that on November 30, 2015, I electronically filed this DEFENDANT GHISLAINE MAXWELL’S NOTICE OF MOTION FOR A STAY OF DISCOVERY PENDING DECISION ON DEFENDANT’S MOTION TO DISMISS with the Clerk of Court using the CM/ECF system which will send notification to the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 1of13 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS Ghislaine Maxwell, Defendant. PLAINTIFF’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS TO DEFENDANT GHISLAINE MAXWELL Plaintiff, by and through her undersigned counsel, hereby propounds Plaintiffs First Request for Production of Documents pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure to the Defendant Ghislaine Maxwell. The responses are due at the offices of Boies, Schiller & Flexner LLP, 401 East Las Olas Boulevard, Suite 1200, Fort Lauderdale, Florida 33301, within thirty (30) days of service hereof. DEFINITIONS Wherever they hereafter appear the following words and phrases have the following meanings: 1. “Agent” shall mean any agent, employee, officer, director, attorney, independent contractor or any other person acting, or purporting to act, at the discretion of or on behalf of another. De “Correspondence” or “communication” shall mean all written or verbal communications, by any and all methods, including without limitation, letters, memoranda, and/or electronic mail, by which information, in whatever form, is stored, transmitted or Exhibit A

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 2 of 13 received; and, includes every manner or means of disclosure, transfer or exchange, and every disclosure, transfer or exchange of information whether orally or by document or otherwise, face-to-face, by telephone, telecopies, e-mail, text, modem transmission, computer generated message, mail, personal delivery or otherwise. 3. “Defendant” shall mean the defendant Ghislaine Maxwell and her employees, representatives or agents. 4, “Document” shall mean all written and graphic matter, however produced or reproduced, and each and every thing from which information can be processed, transcribed, transmitted, restored, recorded, or memorialized in any way, by any means, regardless of technology or form. It includes, without limitation, correspondence, memoranda, notes, notations, diaries, papers, books, accounts, newspaper and magazine articles, advertisements, photographs, videos, notebooks, ledgers, letters, telegrams, cables, telex messages, facsimiles, contracts, offers, agreements, reports, objects, tangible things, work papers, transcripts, minutes, reports and recordings of telephone or other conversations or communications, or of interviews or conferences, or of other meetings, occurrences or transactions, affidavits, statements, summaries, opinions, tests, experiments, analysis, evaluations, journals, balance sheets, income statements, statistical records, desk calendars, appointment books, lists, tabulations, sound recordings, data processing input or output, microfilms, checks, statements, receipts, summaries, computer printouts, computer programs, text messages, e-mails, information kept in computer hard drives, other computer drives of any kind, computer tape back-up, CD-ROM, other computer disks of any kind, teletypes, telecopies, invoices, worksheets, printed matter of every kind and description, graphic and oral records and representations of any kind, and electronic “writings” and “recordings” as set forth in the Federal Rules of Evidence, including but not

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 3 of 13 limited to, originals or copies where originals are not available. Any document with any marks such as initials, comments or notations of any kind of not deemed to be identical with one without such marks and is produced as a separate document. Where there is any question about whether a tangible item otherwise described in these requests falls within the definition of “document” such tangible item shall be produced. a “Employee” includes a past or present officer, director, agent or servant, including any attorney (associate or partner) or paralegal. 6. “Including” means including without limitations. Te “Jeffrey Epstein” includes Jeffrey Epstein and any entities owned or controlled by Jeffrey Epstein, any employee, agent, attorney, consultant, or representative of Jeffrey Epstein. 8. Person(s)” includes natural persons, proprietorships, governmental agencies, corporations, partnerships, trusts, joint ventures, groups, associations, organizations or any other legal or business entity. 0, “You” or “Your” hereinafter means Ghislaine Maxwell and any employee, agent, attorney, consultant, related entities or other representative of Ghislaine Maxwell. INSTRUCTIONS 1. Unless indicated otherwise, the Relevant Period for this Request is from July 1999 to the present. A Document should be considered to be within the relevant time frame if it refers or relates to communications, meetings or other events or documents that occurred or were created within that time frame, regardless of the date of creation of the responsive Document. 2. This Request calls for the production of all responsive Documents in your possession, custody or control without regard to the physical location of such documents.

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 4of13 3. If any Document requested was in any defendant’s possession or control, but is no longer in its possession or control, state what disposition was made of said Document, the reason for such disposition, and the date of such disposition. 4. For the purposes of reading, interpreting, or construing the scope of these requests, the terms used shall be given their most expansive and inclusive interpretation. This includes, without limitation the following: a) Wherever appropriate herein, the singular form of a word shall be interpreted as plural and vice versa. b) “And” as well as “or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope hereof any information (as defined herein) which might otherwise be construed to be outside the scope of this discovery request. c) “Any” shall be understood to include and encompass “all” and vice versa. d) Wherever appropriate herein, the masculine form of a word shall be interpreted as feminine and vice versa. e) “Including” shall mean “including without limitation.” a If you are unable to answer or respond fully to any document request, answer or respond to the extent possible and specify the reasons for your inability to answer or respond in full. If the recipient has no documents responsive to a particular Request, the recipient shall so State. 6. Unless instructed otherwise, each Request shall be construed independently and not by reference to any other Request for the purpose of limitation. 99 66 99 66 Ts The words “relate,” “relating,” “relates,” or any other derivative thereof, as used herein includes concerning, referring to, responding to, relating to, pertaining to, connected with, comprising, memorializing, evidencing, commenting on, regarding, discussing, showing, describing, reflecting, analyzing or constituting.

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 5of13 8. “Identify” means, with respect to any “person,” or any reference to the “identity” of any “person,” to provide the name, home address, telephone number, business name, business address, business telephone number and a description of each such person’s connection with the events in question. o. “Identify” means, with respect to any “document,” or any reference to stating the “identification” of any “document,” provide the title and date of each such document, the name and address of the party or parties responsible for the preparation of each such document, the name and address of the party who requested or required the preparation and on whose behalf it was prepared, the name and address of the recipient or recipients to each such document and the present location of any and all copies of each such document, and the names and addresses of all persons who have custody or control of each such document or copies thereof. 10. =‘ In producing Documents, if the original of any Document cannot be located, a copy shall be produced in lieu thereof, and shall be legible and bound or stapled in the same manner as the original. 11. | Any copy of a Document that is not identical shall be considered a separate document. 12. If any requested Document cannot be produced in full, produce the Document to the extent possible, specifying each reason for your inability to produce the remainder of the Document stating whatever information, knowledge or belief which you have concerning the portion not produced. 13. If any Document requested was at any one time in existence but are no longer in existence, then so state, specifying for each Document (a) the type of document; (b) the types of information contained thereon; (c) the date upon which it ceased to exist; (d) the circumstances

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 6 of 13 under which it ceased to exist; (e) the identity of all person having knowledge of the circumstances under which it ceased to exist; and (f) the identity of all persons having knowledge or who had knowledge of the contents thereof and each individual’s address. 14. All Documents shall be produced in the same order as they are kept or maintained by you in the ordinary course of business. IS. You are requested to produce all drafts and notes, whether typed, handwritten or otherwise, made or prepared in connection with the requested Documents, whether or not used. 16. Documents attached to each other shall not be separated. 17: Documents shall be produced in such fashion as to identify the department, branch or office in whose possession they were located and, where applicable, the natural person in whose possession they were found, and business address of each Document’s custodian(s). 18. If any Document responsive to the request is withheld, in all or part, based upon any claim of privilege or protection, whether based on statute or otherwise, state separately for each Document, in addition to any other information requested: (a) the specific request which calls for the production; (b) the nature of the privilege claimed; (c) its date; (d) the name and address of each author; (e) the name and address of each of the addresses and/or individual to whom the Document was distributed, if any; (f) the title (or position) of its author; (g) type of tangible object, e.g., letter, memorandum, telegram, chart, report, recording, disk, etc.; (h) its title and subject matter (without revealing the information as to which the privilege is claimed); (1) with sufficient specificity to permit the Court to make full determination as to whether the claim of privilege is valid, each and every fact or basis on which you claim such privilege; and (j) whether the document contained an attachment and to the extent you are claiming a privilege as to the attachment, a separate log entry addressing that privilege claim.

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 7 of 13 19. If any Document requested herein is withheld, in all or part, based on a claim that such Document constitutes attorney work product, provide all of the information described in Instruction No. 19 and also identify the litigation in connection with which the Document and the information it contains was obtained and/or prepared. 20. Plaintiff does not seek and does not require the production of multiple copies of identical Documents. al, This Request is deemed to be continuing. If, after producing these Documents, you obtain or become aware of any further information, Documents, things, or information responsive to this Request, you are required to so state by supplementing your responses and producing such additional Documents to Plaintiff. DOCUMENTS REQUESTED DOCUMENT REQUEST NO. 1 All documents relating to communications with Jeffrey Epstein from 1999 — present. DOCUMENT REQUEST NO. 2 All documents relating to communications with Virginia Roberts Giuffre from 1999 — present. DOCUMENT REQUEST NO. 3 All documents relating to communications with Andrew Albert Christian Edward, Duke of York (a.k.a. Prince Andrew) from 1999 — present. DOCUMENT REQUEST NO. 4 All documents relating to communications between you and Jeffrey Epstein regarding any female under the age of 18 from the period of 1999 — present. DOCUMENT REQUEST NO. 5 All documents relating to massages, including but not limited to any documents reflecting recruiting or hiring masseuses, advertising for masseuses, flyers created for distribution at high schools or colleges, and records reflecting e-mails or calls to individuals relating to massages.

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 8 of 13 DOCUMENT REQUEST NO. 6 All documents relating to communications with any of the following individuals from 1999 — present: Emmy Taylor, Sarah Kellen, Eva Dubin, Glen Dubin, Jean Luc Brunel, and Nadia Marcinkova. DOCUMENT REQUEST NO. 7 All video tapes, audio tapes, photographs or any other print or electronic media relating to females under the age of 18 from the period of 1999 — present. DOCUMENT REQUEST NO. 8 All documents relating to your travel from the period of 1999 — present, including but not limited to, any travel on Jeffrey Epstein’s planes, commercial flights, helicopters, passport records, records indicating passengers traveling with you, hotel records, and credit card receipts. DOCUMENT REQUEST NO. 9 All documents identifying passengers, manifests, or flight plans for any helicopter or plane ever owned or controlled by you or Jeffrey Epstein or any associated entity from 1999 — present. DOCUMENT REQUEST NO. 10 All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999 — present, including payments for work performed, gifts, real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar project. DOCUMENT REQUEST NO. 11 All documents relating to or describing any work you performed with Jeffrey Epstein, or any affiliated entity from 1999 —present. DOCUMENT REQUEST NO. 12 All confidentiality agreements between you and Jeffrey Epstein or any entity to which he is related or involved or such agreements which are or were in your possession or control related to any other employee of Jeffrey Epstein, or any associated entity. DOCUMENT REQUEST NO. 13 All documents from you, your attorneys or agents to any law enforcement entity, or from any law enforcement entity to you or any of your representatives, related to any cooperation, potential charge, immunity or deferred prosecution, or which relates to suspected or known criminal activity.

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 9 of 13 DOCUMENT REQUEST NO. 14 All documents relating to travel of any female under the age of 18 from the period of 1999 — present. DOCUMENT REQUEST NO. 15 All video tapes, audio tapes, photographs or any other print or electronic media taken at a time when you were in Jeffrey Esptein’s company or inside any of his residences or aircraft. DOCUMENT REQUEST NO. 16 All computers, hard drives or copies thereof for all computers in operation between 1999 — 2002. DOCUMENT REQUEST NO. 17 All documents relating to communications with you and Ross Gow from 2005 — present. DOCUMENT REQUEST NO. 18 All video tapes, audio tapes, photographs or any other print or electronic media relating to Virginia Roberts Guiffre. DOCUMENT REQUEST NO. 19 All documents relating to your deposition scheduled in the matter of Jane Doe v. Epstein, 0880893, United States Southern District of Florida. DOCUMENT REQUEST NO. 20 All documents relating to any credit cards used that were paid for by Jeffrey Epstein or any related entity from 1999 — present. DOCUMENT REQUEST NO. 21 All telephone records associated with you, including cell phone records from 1999 — present. DOCUMENT REQUEST NO. 22 All documents relating to calendars, schedules or appointments for you from 1999 — present. DOCUMENT REQUEST NO. 23 All documents relating to calendars, schedules or appointments for Jeffrey Epstein from 1999present.

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 10 of 13 DOCUMENT REQUEST NO. 24 All documents relating to contact lists, phone lists or address books for you or Jeffrey Epstein from 1999 — present. DOCUMENT REQUEST NO. 25 All documents relating to any hospital records for Virginia Roberts Guiffre. DOCUMENT REQUEST NO. 26 All documents relating to any passport or license for Virginia Roberts Guiffre. DOCUMENT REQUEST NO. 27 All documents relating to any gifts or monetary payments provided to Virginia Roberts Guiffre by you, Jeffrey Epstein or any related entity. DOCUMENT REQUEST NO. 28 All documents relating to Virginia Robert’s employment or work as an independent contractor with you, Jeffrey Epstein or any related entity. DOCUMENT REQUEST NO. 29 All documents identifying any individuals to whom Virginia Roberts provided a massage. DOCUMENT REQUEST NO. 30 All documents relating to any employee lists or records associated with you, Jeffrey Epstein or any related entity. DOCUMENT REQUEST NO. 31 All documents relating to Victoria Secret, models or actresses, who were ever in the presence of you or Jeffrey Epstein or Virginia Roberts between 1999 and 2005. DOCUMENT REQUEST NO. 32 All documents related to communications with or interaction with Alan Dershowitz from 1999 to present. DOCUMENT REQUEST NO. 33 All travel records between 1999 and the present reflecting your presence in: (a) Palm Beach, Florida or immediately surrounding areas; (b) 9 E. 71* Street, New York, NY 10021; (c) New Mexico; (d) U.S. Virgin Islands; (e) any jet or aircraft owned or controlled by Jeffrey Epstein. 10

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 11 of 13 DOCUMENT REQUEST NO. 34 All documents reflecting your ownership or control of property in London between the years 1999 and 2002. DOCUMENT REQUEST NO. 35 All documents reflecting your or Jeffrey Epstein’s membership or visits to the Mar-a-Lago Club in Palm Beach Florida between the years 1999 and 2002. DOCUMENT REQUEST NO. 36 All documents you rely upon to establish that (a) Giuffre’s sworn allegations “against Ghislaine Maxwell are untrue.” (b) the allegations have been “shown to be untrue.”; and (c) Giuffre’s “claims are obvious lies.” DOCUMENT REQUEST NO. 37 All documents reflecting communications you have had with Bill or Hillary Clinton (or persons acting on their behalf), including all communications regarding your attendance at Chelsea’s Clinton’s wedding ceremony in 2010. DOCUMENT REQUEST NO. 38 All documents reflecting contact with you by any law enforcement or police agency, including any contact by the FBI, Palm Beach Police Department, or West Palm Beach Police Department. DOCUMENT REQUEST NO. 39 All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands. 11

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 12 of 13 Dated: October 27, 2015 By: /s/ David Boies David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice Pending) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 12

Case 1:15-cv-07433-RWS Document17-1 Filed 12/01/15 Page 13 of 13 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on the 27th day of October, 2015, I served the attached document PLAINTIFF’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS TO DEFENDANT GHISLAINE MAXWELL via Email to the following counsel of record. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 13

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK VIRGINIA L. GIUFFRE, PLAINTIFF, : V. 15-cv-07433-RWS GHISLAINE MAXWELL, DEFENDANT. MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR A STAY OF DISCOVERY PENDING DECISION ON DEFENDANT’S MOTION TO DISMISS Defendant Ghislaine Maxwell, through her attorney Laura A. Menninger of the law firm Haddon, Morgan and Foreman, P.C., hereby respectfully submits this Memorandum of Law in support of her Motion to Stay Discovery during the pendency of her Motion to Dismiss. LEGAL STANDARD Rule 26(c) of the Federal Rules of Civil Procedure grants courts broad discretion to stay discovery “for good cause shown.” Spencer Trask Software and Info. Servs., LLC v. RPost Int'l Ltd., 206 F.R.D. 367, 368 (S.D.N.Y 2002). Good cause may be shown where a party (1) has filed a dispositive motion; (2) the stay is for a short period of time; and (3) the opposing party will not be prejudiced by the stay. Jd. Additional factors courts may consider are breadth of discovery sought and the burden of responding to it as well as the strength of the dispositive motion forming the basis for the stay application. Id.

ARGUMENT I. Ms. Maxwell’s Motion to Dismiss Provides “Good Cause” to Stay Discovery A. The Pending Motion Cites Multiple, Independent Grounds for Dismissal A stay of discovery is particularly appropriate where, as here, a pending motion to dismiss has “substantial arguments for dismissal of many, if not all, of the claims asserted.” Spinelli v. National Football League, No. 13-cv-7398 (RWS), 2015 WL 7302266, at *2 (S.D.N.Y. Nov. 17, 2015) (Sweet, J.). Here, Plaintiff's Complaint consists of a single defamation claim. In her motion to dismiss, Ms. Maxwell offers multiple grounds for dismissal of the entire action, none of which are “unfounded in the law.” Johnson v. New York Univ. Sch. of Educ., 205 F.R.D. 433, 434 (S.D.N.Y. 2002). Ms. Maxwell respectfully refers the Court to her Memorandum of Law in Support of Motion to Dismiss wherein she argues as grounds for dismissal both that the Complaint has various pleading deficiencies and that the alleged defamatory statements are protected by not one, but two, applicable privileges. Courts in this district have stayed discovery under similar circumstances. See e.g., Integrated Sys. and Power, Inc. v. Honeywell Int'l, Inc., No. 09 CV 5874 (RPP), 2009 WL 2777076, at *1 (S.D.N.Y. Sept. 1, 2009) (“granting a stay upon noting that [defendant] has put forth in its motion multiple, independent arguments for dismissal...”). While the Court will ultimately decide the merits of Ms. Maxwell’s motion, the presence of multiple, independent grounds for dismissal, warrants a stay of discovery. B. The Requested Stay is for a Short Period of Time Pursuant to Rule 6.1(b) of the Local Rules of this Court, briefing on the Motion to Dismiss is scheduled to be completed on Monday, December 28. Accordingly, any delay in the commencement of discovery will last for the time it takes the Court to rule on the Motion to Dismiss. Such a short stay is unlikely to prejudice the Plaintiff. See id. When balanced against

the breadth of discovery required in this case, as detailed below, considerations of judicial efficiency weigh in favor of a stay. Jd. (granting a stay upon noting that doing so “could avoid the need for costly and time-consuming discovery”). C. The Nature of the Complaint Necessarily Calls for a Wide-Breadth of Discovery The allegations in the Complaint raise factual questions that stretch across multiple decades, from as early as 1999 to the present, and involve hundreds of individuals. Compl. { 9. Discovery, therefore, necessarily will be burdensome. Lengthy discovery is inherent in defamation actions because it is well-settled that in any such claim, “truth is an absolute, unqualified defense.” Jewell v. NYP Holdings, Inc., 23 F. Supp.2d 348, 366 (S.D.N.Y. 1998). Here, because the alleged defamatory statements consist of Ms. Maxwell’s denial of the multiple, and complex allegations levied against her by the Plaintiff concerning events that allegedly occurred 17 years ago, a wide breadth of discovery will be needed to address the veracity of each allegation. The sheer number of depositions that will be required alone will be a tremendous burden on the parties’ resources. This Court has granted a stay of discovery in a recent case involving similarly complex factual questions. Spinelli, 2015 WL 7302266, at *2. Plaintiff's Rule 26 disclosures and First Request for Production of Documents to Defendant Ghislaine Maxwell amply illustrate this point. In her Rule 26 disclosures, Plaintiff lists as potential witnesses 94 individuals and four categories of people, such as “all staff at the Mar-a-Largo Club during 1999.” As to the 94 individuals, she provides one phone number for one witness and counsel’s contact information for two witnesses and the two parties. The remaining 89 individuals’ addresses and phone numbers are “unknown at this time.” In her First Request for Production of Documents, Plaintiff seeks records from the “period of July 1999 to the present” of broad categories such as:

e All documents relating to your travel from the period 1999 — present,” (No. 8); e All computers, hard drives or copies thereof for all computers in operation between 1999 — 2002,” (No. 16); e All telephone records associated with you, including cell phone records from 1999 — present.” (No. 21); e All documents relating to calendars, schedules or appointments for you from 1999 — present,” (No. 22). See Motion for Stay, Ex. A. Given the strength of Ms. Maxwell’s Motion to Dismiss, the burden of responding to such expansive requests is unjustifiable. I. In the Alternative, Ms. Maxwell Requests Additional Time to Respond to Plaintiff’s Discovery Requests. In the alternative, if this Court declines to grant an order staying discovery, for the same reasons stated above, Ms. Maxwell respectfully requests additional time within which to respond and/or object to Plaintiff's First Request for Production of Documents to Defendant Ghislaine Maxwell, served on October 27, 2015. The original date by which Ms. Maxwell was to respond to Plaintiff's First Request for Production is today, November 30, 2015. Ms. Maxwell has not made any previous requests for an extension of this deadline. Counsel for the Plaintiff has neither consented nor refused consent to this request. Finally, this extension will not affect any other scheduled dates. CONCLUSION As detailed above, good cause exists to justify a stay of discovery pending Ms. Maxwell’s motion to dismiss. The motion is dispositive and well founded in law, the stay is of short duration, and the expected discovery is broad and burdensome. For these reasons, Ms. Maxwell respectfully requests that this Court stay discovery in this action until this Court reaches its decision on the motion to dismiss, or in the alternative, that Ms. Maxwell be granted additional time to respond and/or object to Plaintiffs First Request for Production.

Dated: November 30, 2015. Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10°" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on November 30, 2015, I electronically filed this Motion for a Stay of Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com Discovery Pending Decision on Defendant’s Motion to Dismiss with the Clerk of Court using the CM/ECF system which will send notification to the following: s/ Brenda Rodriguez Brenda Rodriguez

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 1 of 26 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF’S OPPOSITION TO DEFENDANT’S MOTION TO STAY BOIES, SCHILLER & FLEXNER LLP Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 2 of 26 TABLE OF CONTENTS Page TABLE OP AUTHORITIES wisiscsusags ascicaintevcnsgnaaccaasnduceihos a0ncaans sinsaaipacddaeanniteaa saeieatetacsuanaentanaaces il I. BACK GROUND ws sisssncssatedaghcacesapssaness pu sieeaansannsenaierians sauces gh vaepianaadabanenanians maeaneaiass 1 I. PRPRCTCIIVITE IN I -cscg sec tessasensacyosani anesdataqeaeaassasauaexastonrw ie iv aance a ontnceiasba oseentecadtonan toons 6 A. Defendant Has Not Met Her Burden To Show Good Cause For PA Stay INDISGOVENY «. coesassssnceasdecateuass sac seein tani suncsoisendeswdsnasceayisndesoninieassdunneosntancnins 6 B. Ms. Giuffre’s Claim Is Meritorious And Defendant Has Not Made An Adequate Showing To Defeat The Claim. 0.0.0... ccc ceccecceeseceteeeteeeeeeeeseeenaeens 7 1. The Qualified “Self-Defense” Privilege Does Not Protect The Publication Of Deliberately False Statements... ees eeeeeeseeeeees 8 2: The Qualified Pre-Litigation Privilege Does Not Protect Mass Publication Of Deliberately False Statements For The PUEpOSE OT HArassIiG iit, <.ccesvesessdeanecaessicnedanesanvvecusancdaccevaranessuureavomeanchianssiees 9 3. The Complaint Properly Alleges Defamatory Statements. ........0..... eee 10 C Defendant Has Not Shown “Undue Burden”. 000.0... ceceeceeseeseeeeeeeeceeeenseeneeeeeeeeees 15 D. There Is Substantial Prejudice To Ms. Giuffre In Staying Discovery................... 18 IC SOU cass cesses pues pc sev cc asad css eve pesca me meses 19

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 3 of 26 TABLE OF AUTHORITIES Cases Bank of New York v. Meridien Biao Bank Tanzania, Ltd., EA PW IDS 3S: (SIN VOT i ton cantuaedeurctecceesnatdec nant unsendeeredeePesarienacteautioeeanetacecueiceneueandicl Barrett v. Forest Labs., Inc., No. 12-CV-5224 (RA), 2015 WL 4111827 (S.D.NY. July 8, 2015) oo... eeeceeerseteceseeneeeeees Brach v. Congregation Yetev Lev D'Satmar, Inc., 265 A.D, 2d 360, 696 N.Y.S. 2d 496 (2d Dep't, 1999). cccsscssccsassssvcssesacsansasecteassessanssaesevacssanes 12 Brooks v. Macy's, Inc., No. 10 CIV 5304 (BSJ/HBP), 2010 WL 5297756 (S.D.N.Y. Dec. 21, 2010) occ eeeeeeeeees 16 Celle v. Felipino Reporter Enterprises Inc. ZOD A MGS (20 Cit, ZOOOY seca sh te cciesnavessaesini caters estca susseducteuhy sesucswnaissnaotea Mepseuelanaesnatcuneentetsnnss 11 Chesney v. Valley Stream Union Free Sch. Dist., OO Be TUS CE IY ce 2G iota a atest cence aad c ce cebale atu ttecsc ada ctatieaetectacatacerctacens Davis v. Boeheim, 24 WY 3d 262, 22 NE. 3 999 (2014) siclcttats bitscinwieautanensnanantete iamenuningaieaninttedinae 13 Dunn v. Albany Med. Coll., No. 09-CV-1031 (LEK/DEP), 2010 WL 2326137 (N.D.N.Y. May 5, 2010)... eeeeeseseeteens 19 Edwards v. National Audubon Society, Inc., SSOP 2 UG (20 Cir NO 7 7) osccusictenccuteenedesasnonnsnasinuscceaieeceaenunshesaboinesaddeessdeucsetebascnccssousereaseenden 2 Front v. Khalil, ZAI Ye Od) 715: (2015 ).x: ctsstivateavsdavawa area en eae ned eee ed Geordiadis v. First Boston Corp., 1G 7 PRD, 24 SDN, Y 2 19 9G )rssincetecessvcasatanavencisiccanpbatocstasea teva chanexssashocuepearexteshanteasalanccaaascee 19 Harris v. Hirsh, 161 A.D, 2d 452, 53: N.Y.S. 20 735 (1st Dept 1990), sincsasisvesssacesnaveceasensseisnscasscesucssesvannssncsrennsans Howard v. Galesi, MOE ER Dj SON V2 TOD nts cana yecalunsivacensacedacunsca sinus pneualinmnnverrsbaveornnaadsiantcuedewntevecntias 15 Howard v. Gutterman, DBR 3 I US EIN LY 1980) :accacccasasasanssatocwanniasencecavenniaaesbuiease ceed nae 19 ii

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 4 of 26 In re Chase Manhattan Corp. Securities Litigation, No. 90 Civ. 6092 (LMM), 1991 WL 79432 (S.D.N.Y. May 7, 1991) oo... eeeescseeseeeeneeseeees bs Integrated Sys. And Power Inc. v Honeywell Int'l Inc., No, 09: CV 35874 (RPP), 2009 WL 2777076 (S.D.N-Y. Sept. 15.2009) cccssssesecesssndesieiardensiavbecsass | Josei-Delerme v. Am. Gen. Fin. Corp., No. 08 Civ. 3166, 2009 WL 497609 (E.D.N.Y. Feb. 26, 2009) .....eccceeceseescseeeeceeeeeeeeeeeeeeenees Kaminester v. Weintraub, 131 A.D. 2d 440, 516 NLY.S. 2d 234 (1987)....csssssessscsessonssssscensssnnsosvesssssnsssuncssassanssvcdessoonsonsecs 12 Kermichi v. Weissman, IS AsD.d 142. NG Ya8:.90. LOSUN. Ye Apes Dive 201A cscascsonsencsardinascrainsneaestiedexmmaicermeestens 8 Mase v. Reilly, 200 ALD As4, 201 SLY S410 App. Div: 1923 ) ivacssnndaciesleaadciseeerianaemeuen Maeemetania 12 McNamee v. Clemens, TOD FSi 2d SAE IYO igen acaesth Suds sepia sd eetate ase ad shacuidedcdinsds aiataetcebtpdacciadetaucs 11 Mills v. Polar Molecular Corp., MEW OCCA, 99 Sy) sexstace elie ccsiciasiton onan chces encbinsnuae seve sasseinceaaesatuswabaecsasecatoveaseneceuctennenentae: 7 Mirabella v. Turner Broadcasting Systems, Inc., No. 01 Civ. 5563 (BSJ), 2003 WL 21146657 (S.D.N.Y. May 19, 2003) ........eseeseeseereeeeeeeeeeees 8 Moran vy. Flaherty, Na.92 Cry; 3200,,1992- WL 276913 (8. N.Y. Sept, 25 1992 cies ccaspasicateienreicedeeacaecrshecsd 6 Morien v. Munich Reins. Am., Inc., 270 FB 269 (Conti, 2 O10 ) ics ccctessscccsasscatatad Saenianseiesasstanasdsaaistens tabeambinigiedsmeaanseteiet nade 7 Salgado v. City of New York, No. 00 CIV. 3667 (RWS), 2001 WL 88232 (S.D.N.Y. Feb. 1, 2001) oo... eeeeceecceseeeeteereeeeenees 6 Seung Jin Lee v. Tai Chul Kim, 16 Misc, 3d 1118(A), 847 N.Y.S..20d 899 (Sup. Ct, 2007) sssscscssrsscevassveracserevetenudionrsasareoereasivedes 2 Spinelli, v. National Football League, No. 13 CIV. 7398 (RWS), 2015 WL 7302266 (S.D.N.Y. Nov. 17, 2015) cece 6, 17, 18 Teicher v. Bellan, TPM 2d 247, 16d IGS 2 B42 (1959 ) suciciectsncsicetsahshntiasdtaussbshectawidhonasiainatstansabaaocmmadenal 8 Usov v. Lazar, No. 13 CIV. 818 (RWS), 2013 WL 3199652 (S.D.N.Y. June 25, 2013)... eceecceeeetteeeeeees 6 iii

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 5 of 26 Waltzer v. Conner, No. 83 CIV. 8806 (SWK), 1985 WL 2522 (S.D.N.Y. Sept. 12, 1985) ...cccecceeseeceeteeeees 16, 17 Weldy v. Piedmont Airlines, Inc., DB 2d 12 Cit 190 3 Vas cacxavertereteanseesvoanteraiud accented 8 Worldhomecenter.com, Inc. v. M.J. Resurrection, Inc., No, 11-CIV..3371 (RWS), 2012 WL 12922 (S.D.N.Y. Jan. 3, 2012) sdcsscisss cascdassiiassedisdesantisacvion 7 Other Authorities Rodney A. Smolla, Vol. 1, Law of Defamation § 8:63 (2d ed. 2014)... eee ccceceseceteeeeeeeenees 8,9 Rodney A. Smolla, Vol. 1, Law of Defamation § 8:64 (2d ed. 2014)... eee ccceceteceteeeeeeeenees 8,9 Robert D. Sack, Sack On Defamation: Libel, Slander, and Related Problemis-6 9.3: (40 6a, 2015), .c2c<csasbissconxatassequsaiensaanaxcsubnsncasenianaaneneanadcarsuswyieonocaseumaveancens 8, 9 Robert D. Sack, Sack On Defamation: Libel, Slander, and Related Problenis-6 9.3.1 (4thed, 2015). ccesccsnusiaiieinendad en eee ae 8,9 Restatement (Second) of orig’ S G00 (1977 ) asccsncssivasnssaniantavaaiesnsssameauanareoneaseunedyeeanonseseenaarsacwnees 8,9 Restatement (Second) Of Kars G05 (1977 ) snccrnssexezonssajauavaiaratecspnnansdornsnndacccanansenaanerarensis 8,9 1V

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 6 of 26 Plaintiff, Virginia L. Giuffre, by and through her undersigned counsel, hereby files this Opposition to Defendant’s Motion to Stay, and in support thereof, states as follows: I. BACKGROUND This is a single-count defamation case, turning on whether Defendant defamed Ms. Giuffre by calling her a liar when Ms. Giuffre publicly reported the sexual abuse she suffered as a minor child. Ms. Giuffre has propounded narrowly tailored discovery that goes to the heart of the defamation, but rather than respond, Defendant has moved for a stay of all discovery pending her Motion to Dismiss. Defendant’s public, defamatory attack on Ms. Giuffre is an unabashed effort to bully this sexual assault victim into silence. This is an old story. Defendant is calling Ms. Giuffre a “liar” to deflect attention from her own conduct. Defendant’s main argument is that discovery should be stayed because Defendant will be successful on her Motion to Dismiss as her defamatory statements are protected by certain qualified privileges. The case law is clear that the qualified privileges do not apply if a speaker deliberately published a false defamatory statement or if the statements are outside the scope of the qualified privilege because their purpose was to bully, harass, and intimidate. Ms. Giuffre is entitled to discovery to prove that not only were the Defendant’s defamatory statements false, but also that she knew they were false. The publicly-available information convincingly proves that Defendant’s statement that she was not involved in the abuse of Ms. Giuffre is false. Overwhelming evidence — including documents, witness testimony, and even photographs of Defendant - not only clearly corroborate Ms. Giuffre’s report of the sex abuse, but also, importantly, show Defendant’s deep and persistent participation. And obviously, because Defendant herself was helping orchestrate the

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 7 of 26 sexual abuse of Ms. Giuffre, her statements attacking Ms. Giuffre were not negligently uttered but deliberately made. The evidence begins with the fact that the Federal Bureau of Investigation (FBI) and the U.S. Attorney’s Office for the Southern District of Florida identified Ms. Giuffre as a sexual assault victim of Jeffrey Epstein. See Declaration of Sigrid McCawley at Exhibit 1, Government’s September 9, 2008 Victim Notification Letter. Indeed, Epstein entered into a nonprosecution agreement with the federal authorities obligating him to pay restitution for his crimes against Ms. Giuffre. That agreement also protected any “co-conspirators” from prosecution. The remaining question, then, is whether the Defendant was involved in this sexual abuse. Again, publicly-available evidence (well known to Defendant) reveals that she was at the heart of Epstein’s sex trafficking. Defendant cannot dispute that she recruited Ms. Giuffre at the young age of fifteen (15) to come “massage” Jeffrey Epstein at his Palm Beach mansion. Publicly available flight logs from convicted pedophile’ Jeffrey Epstein’s private jets show the Defendant flying close to 360 times and at least 20 of those fights were with Jeffrey Epstein and Ms. Giuffre, when she was a minor child’. See Decl. of Sigrid McCawley at Composite Exhibit 2, Flight Logs from Jeffrey Epstein’s Plane.° While the Defendant attempts to argue that this victim’s claims are unbelievable because she is accusing prominent and wealthy people of sexual abuse, the Defendant provides no explanation for why she had Ms. Giuffre, who was a minor child at the time, in the Defendant’s ' Jeffrey Epstein’s criminal case numbers were 2006-cf-009454A XX XMB and 2008-cf009381 AXXXMB. * Over 30 underage victims of Jeffrey Epstein gave statements to the Palm Beach police during their investigations. One female stated she was recruited to come to Jeffrey Epstein’s home by Ghislaine Maxwell. See Decl. of Sigrid McCawley at Composite Exhibit 5, Palm Beach Police Reports dated March 14, 2005 and July 28, 2006. * Only a fraction of Jeffrey Epstein’s private jet flight logs are publically available making these numbers simply a snapshot of the actual flights.

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 8 of 26 London home, late at night with Prince Andrew’s arm wrapped around her bare waist — all shown with the Defendant smiling in the background. Despite the photographic evidence corroborating Ms. Giuffre’s account, Defendant is quick to publicly denounce Ms. Giuffre — a liar. See Decl. of Sigrid McCawley at Exhibit 3 (picture of Prince Andrew, Ghislaine Maxwell and Virginia Roberts Giuffre 17 years old at the time of the picture); see also Decl. of Sigrid McCawley at Exhibit 4, Alfredo Rodriguez July 29, 2009 Dep. Tr. at 200 - 202 (testimony regarding the close connection between Defendant Maxwell, Prince Andrew and Jeffrey Epstein). During the investigation of Jeffrey Epstein, certain household staff were deposed. Alfredo Rodriguez, who was Jeffrey Epstein’s household manager, testified that the Defendant frequently stayed in Jeffrey Epstein’s home and assisted with bringing in young girls to act as “masseuses”’ for Jeffrey Epstein. Q. “Okay. Going back to where we started here was, does Ghislaine Maxwell have knowledge of the girls that would come over to Jeffrey Epstein’s house that are in roughly the same age group as C. and T. (minor children) and to have a good time as you put it? A. Yes. Q. And what was her involvement and/or knowledge about that? A. She knew what was going on.” See Decl. of Sigrid McCawley at Exhibit 4, Alfredo Rodriguez July 29, 2009 Dep. Tr. at 176177. See also Decl. of Sigrid McCawley at Exhibit 4, Alfredo Rodriguez July 29, 2009 Depo Tr. at 96-101 (noting that high school age girls come to the home where Jeffrey Epstein and Ms. Maxwell reside). Juan Alessi, another household employee, also testified that young girls were regularly present at Jeffrey Epstein’s home where Ghislaine Maxwell resides. See Decl. of Sigrid McCawley at Exhibit 6, Juan Alessi September 8, 2009 Dep. Tr. at 10-18, 21-23. Specifically, Juan Alessi informed the Palm Beach Police Detective as follows: “Alessi stated that towards the end of his employment, the masseuses were younger and younger. When asked 3

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 9 of 26 how young, Mr. Alessi stated they appeared to be sixteen or seventeen years of age at most.” (emphasis added.) See Decl. of Sigrid McCawley at Composite Exhibit 5, Palm Beach Police Incident Report at p. 57. On November 21, 2005, the Palm Beach Police Department took a sworn statement from house employee Juan Alessi in which he revealed that girls would come over to give “massages” and he observed Ms. Maxwell going upstairs in the direction of the bedroom quarters. See Decl. of Sigrid McCawley at Exhibit 7, November 21, 2005 Sworn Statement at 10. He also testified that after the massages, he would clean up sex toys that were kept in “Ms. Maxwell’s closet.” Jd. at 12-13. He added that he and his wife were concerned with what was going on at the house (/d. at 14) and that he observed girls at the house, including one named “Virginia.” Jd. at 21. Defendant also had naked pictures of girls performing sexual acts on her computer according to Mr. Rodriguez. See Decl. of Sigrid McCawley at Exhibit 4, Alfredo Rodriguez August 7, 2009 Dep. Tr. at 311-312. Q. “Did they appear to be doing any sexual? A. Yes, ma’am. Q. And in these instances were there girls doing sexual things with other girls? A. Yes, ma’am. Q. And I’m still talking about the pictures on Ms. Maxwell’s computer. A. Yes, ma’am.” Upon leaving his employment, Rodriguez testified that Defendant threatened him that he should not tell anyone about what happened at the house: A. “T have to say something. Mrs. Maxwell called me and told me not to ever discuss or contact her again in a threaten(ing) way. Q. When was this? A. Right after I left because I call one of the friends for a job and she told me this, but, you know, I feel intimidated and so I want to keep her out... Q. She made a telephone call to you and what precisely did she say? A. She said I forbid you that you’re going to be — that I will be sorry if I contact any of her friends again...She said something like don’t open your mouth or something like that. I’m a civil humble, I came as an immigrant to service people, and right now you feel a little -I’m 55 and I’m afraid. First of all, I don’t have a job, but I’m glad this is 4

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 10 of 26 on tape because I don’t want nothing to happen to me. This is the way they treat you, better do this and you shut up and don’t talk to nobody and— Q. When you say this is the way they treat, who specifically are you talking about when you say that word they? A. Maxwell. ” See Decl. of Sigrid McCawley at Exhibit 4, Alfredo Rodriguez July 29, 2009 Dep. Tr. at 169 — 172, This is not the first time Defendant has tried to avoid discovery about her conduct. Notably, in 2009, an attorney representing some of Epstein’s sexual abuse victims served Defendant Maxwell with a subpoena for a deposition in a civil case against Jeffrey Epstein. After extensive discussion and coordinating a convenient time and place, as well as ultimately agreeing to a confidentiality agreement prepared by Defendant’s then attorney, at the eleventh hour Maxwell’s attorney informed the victims’ attorney that Maxwell’s mother was very ill and that consequently Maxwell was leaving the country with no plans to return. The deposition was cancelled. Yet a short time later, Maxwell was photographed at a high-profile wedding in Rhinebeck, New York, confirming the suspicion that she was indeed still in the country and willing to say virtually anything in order to avoid her deposition. See Decl. of Sigrid McCawley at Composite Exhibit 8, Maxwell Deposition Notice; Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article. Simply put, given the mountain of evidence proving that the Defendant was heavily involved in Epstein’s sex trafficking — and evaded answering questions about her involvement — she is not entitled to any delay in the normal litigation process. There is no basis to grant Defendant a stay of discovery.

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 11 of 26 I. ARGUMENT A. Defendant Has Not Met Her Burden To Show Good Cause For A Stay In Discovery. Defendant’s main argument is that a stay should be granted because she believes she will be successful in dismissing Ms. Giuffre’s defamation claim. If that were the standard, then discovery in every civil case would be stayed at the commencement of the action until the court ruled on the motion to dismiss because virtually all defendants in civil cases believe their motions to dismiss will be successful. Of course, Defendant’s far-fetched position is not the law. See Usov v. Lazar, No. 13 CIV. 818 (RWS), 2013 WL 3199652, at *8 (Sweet, J.) (S.D.N.Y. June 25, 2013) (citing Moran v. Flaherty, No. 92 Civ. 3200, 1992 WL 276913, at *1 (S.D.N.Y. Sept. 25, 1992)) (“[D]iscovery should not be routinely stayed simply on the basis that a motion to dismiss has been filed;”...“‘had the Federal Rules contemplated that a motion to dismiss under FRCP 12(b)(6) would [automatically] stay discovery, they would contain a provision.”’). Defendant has not met her burden of showing good cause to justify a stay of discovery pending a ruling on her motion to dismiss.’ “The pendency of a dispositive motion is not an automatic ground for a stay’; instead, courts consider three factors: (1) whether a defendant has made a strong showing that the plaintiff's claim is unmeritorious, (2) the breadth of discovery and the burden of responding to it, and (3) the risk of unfair prejudice to the party opposing the stay.” Spinelli v. Nat'l Football League, No. 13 CIV. 7398 (RWS), 2015 WL 7302266, at *2 * A party seeking a protective order has the burden to establish that such an order it warranted, showing good cause. See Bank of New York v. Meridien Biao Bank Tanzania Ltd., 171 F.R.D. 135, 143 (S.D.N.Y. 1997); Salgado v. City of New York, No. 00 CIV. 3667 (RWS), 2001 WL 88232, at *1 (S.D.N.Y. Feb. 1, 2001). > “It, of course, is black letter law that the mere filing of a motion to dismiss the complaint does not constitute ‘good cause’ for the issuance of a discovery stay.” Barrett v. Forest Labs., Inc., No. 12-CV5224 (RA), 2015 WL 4111827, at *4 (S.D.N.Y. July 8, 2015) (citing Chesney v. Valley Stream Union Free Sch. Dist. No. 24, 236 F.R.D. 113, 115 (E.D.N.Y. 2006)). 6

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 12 of 26 (S.D.N.Y. Nov. 17, 2015) (citing Morien v. Munich Reins. Am., Inc., 270 F.R.D. 65, 66-67 (D. Conn. 2010); Josie-Delerme v. Am. Gen. Fin. Corp., No. 08 Civ. 3166, 2009 WL 497609, at *1 (E.D.N.Y. Feb. 26, 2009)).° Defendant has not met her burden as to any aspect of this test. B. Ms. Giuffre’s Claim Is Meritorious And Defendant Has Not Made An Adequate Showing To Defeat The Claim. Of course, in ruling on a motion to dismiss, the Court must take all allegations in the Complaint as true. Worldhomecenter.com, Inc. v. M.J. Resurrection, Inc., (Sweet, J.) No. 11 CIV. 3371 (RWS), 2012 WL 12922, at *2 (S.D.N.Y. Jan. 3, 2012) (citing Mills v. Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir.1993)). Taking the allegations here as true, Defendant does not, and cannot, show that Ms. Giuffre’s claim is unmeritorious. Ms. Giuffre has properly alleged a simple claim for defamation based on Defendant publically proclaiming that Ms. Giuffre is a “liar” when Ms. Giuffre reported her sexual abuse. While Defendant has tried to muddy the waters by raising privilege claims, those privileges do not save the Defendant. Defendant argues that two privileges protect her defamatory statements: (1) the “self-defense” privilege and (2) the “pre-litigation” privilege. But both of those privileges are qualified privileges, which disappear in situations where a speaker has published statements knowing they were false or when they were made to bully, harass and intimate, respectively. Here, Defendant has not only made defamatory statements which were plainly false, but also made the statements with the malicious intent to ruin the reputation of this sexual assault victim. Because Ms. Giuffre’s complaint repeatedly and specifically alleges that Defendant has knowingly lied about Ms. Giuffre, the Motion to Dismiss is frivolous. ° The cases Defendant cites to support her stay are readily distinguished. For example, Defendant relies on Integrated Sys. And Power Inc. v. Honeywell Int’l Inc., No. 09 CV 5874 (RPP), 2009 WL 2777076 at *1 (S.D.N.Y. Sept. 1, 2009) for the proposition that the Court should grant a stay, yet that case involved a number of complicated antitrust claims against multiple distributors which would require extensive discovery. This case involves a single defamation claim between two individuals. 7

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 13 of 26 1. The Qualified “Self Defense” Privilege Does Not Protect The Publication Of Deliberately False Statements. As will be explained fully in the Opposition to Maxwell’s Motion to Dismiss, the “selfdefense” privilege does not protect the Defendant for a number of reasons. Most fundamentally, the self-defense privilege is inapplicable because Ms. Giuffre has alleged that Defendant made not only false and defamatory statements, but did so deliberately. See, e.g., Complaint, ¥ 8 (“Maxwell made her false statements knowing full well that they were completely false. Accordingly, she made her statements with actual and deliberate malice, the highest degree of awareness of falsity.”) This allegation alone defeats the application of the privilege.’ As the Second Circuit has made clear, even if a qualified privilege otherwise applies, it “is nevertheless ‘forfeited if the defendant steps outside the scope of the privilege and abuses the occasion.’” Weldy v. Piedmont Airlines, Inc., 985 F.2d 57, 62 (2d Cir. 1993) (quoting Harris v. Hirsh, 161 A.D.2d 452, 453, 55 N.Y.S. 2d 735, 737 (1st Dep’t 1990) which quoted Prosser and Keeton on Torts §115, at 832 (Sth ed. 1984); see also Mirabella v. Turner Broadcasting Systems, Inc., Case. No. 01 Civ. 5563 (BSJ), 2003 WL 21146657, at *4 (S.D.N.Y. May 19, 2003) (court refusing to dismiss slander claim as premature based on assertion of qualified privilege); see also Rodney A. Smolla, Vol. 1, Law of Defamation § 8:63, 8:64 (2d ed. 2014); Robert D. Sack, Sack on Defamation: Libel, Slander, and Related Problems § 9.3 and § 9.3.1 (4th ed. 2015); Restatement (Second) of Torts §§ 600, 605 (1977). In Weldy, the Second Circuit explained that a Plaintiff may defeat an assertion of a qualified privilege by demonstrating abuse of the privilege “by proving that the defendant acted (1) with common law malice, or (2) outside the scope of the privilege, or (3) with knowledge that ’ The case law also makes clear that a decision on a qualified privilege would be premature at the Motion to Dismiss stage. See Teichner v. Bellan, 7 A.D. 2d 247, 252, 181 N.Y.S. 2d 842 (1959); See also Kermichi v. Weissman, 125 A.D. 3d 142, 159, 1 N.Y.S. 3d 169, 182 (N.Y. App. Div. 2014). Accordingly, there is no basis for staying discovery based on the assertion of a qualified privilege. 8

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 14 of 26 the statement was false or with a reckless disregard as to its truth.” /d. at 62. Defendant’s assertion of a privilege will also be defeated if the defamatory statement was made “in furtherance of an improper purpose.” /d. Here, Ms. Giuffre’s Complaint repeatedly alleges that not only was Defendant’s statement false, but also that she made the statement with malice and knowledge of its falsity. Accordingly, the Defendant’s motion to dismiss based on a claim of qualified “self-defense” privilege must be denied. 2. The Qualified Pre-Litigation Privilege Does Not Protect Mass Publication Of Deliberately False Statements For The Purpose Of Harassment. Defendant fares no better in asserting the “pre-litigation” privilege. As with the “selfdefense privilege,” the privilege is (at most) a qualified privilege. And, like the self-defense privilege, at the motion to dismiss stage, the privilege disappears in the face of a well-pleaded allegation that the statement is not pertinent to a good faith anticipated litigation and, instead, the Defendant has deliberately published the false statements for improper purposes, outside the scope of the privilege. See Front, Inc. v. Khalil, 24 N.Y. 3d 713, 719-20 (2015) (“To ensure that such [pre-litigation] communications are afforded sufficient protection the privilege should be qualified... This requirement ensures that the privilege does not protect attorneys who are seeking to bully, harass, or intimidate their client’s adversaries by threatening baseless litigation or by asserting wholly unmeritorious claims, unsupported in law or fact, in violation of counsel’s ethical obligations.”); See also Rodney A. Smolla, Vol. 1, Law of Defamation § 8:63; 8:64; (2d ed. 2014); Robert D. Sack, Sack on Defamation: Libel, Slander, and Related Problems § 9.3 and § 9.3.1; (4th ed. 2015); Restatement (Second) of Torts §§ 600, 605 (1977). Simply put, Defendant’s statements are outside the scope of the qualified pre-litigation privilege because they were not made pertinent to a good faith anticipated litigation, but, instead, were made to bully, harass, and intimidate the Defendant. Here, the 2015 actionable statement calling Ms. Giuffre’s

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 15 of 26 claims “obvious lies” was issued by Maxwell’s press agent, Ross Gow, to the media for national and international publication. New York courts have only extended the pre-litigation qualified privilege to communications among counsel and parties directly discussing issues related to anticipated litigation, and Defendant cites to no case in which courts have extended this qualified privilege to a press agent who issues a press release. Defendant’s motion to dismiss on this ground is, accordingly, without merit and provides no basis for a stay of discovery. 3. The Complaint Properly Alleges Defamatory Statements. Defendant’s motion to dismiss also argues that “‘/v/iewed in context,” the statements are not actionable. Here again, at the motion to dismiss stage, such an argument is frivolous. To prevail on her motion to dismiss, the Defendant would have to show that, as matter of law, the “context” of the allegations rendered them non-defamatory. But to prevail on a claim of “context”, the Defendant would have to show a fully developed factual record. Of course, that is impossible at this early stage of the proceedings. Moreover, Ms. Giuffre has properly alleged that the context of the statements proves a defamatory statement. The Complaint, for example, alleges that “Maxwell’s false statements directly stated and also implied that in speaking out against sex trafficking Giuffre acted with fraud, dishonesty, and unfitness for the task.” § 12. In addition, the Complaint alleges, “Maxwell’s false statements directly and indirectly indicate that Giuffre lied about being recruited by Maxwell and sexually abused by Epstein and Maxwell. Maxwell’s false statements were reasonably understood by many persons who read her statements as conveying that specific intention and meaning.” § 12. And the Complaint alleges, “Maxwell’s false statements were reasonably understood by many persons who read those statements as making specific factual claims that Ms. Giuffre was lying about specific facts.” § 14. In the teeth of these specific 10

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 16 of 26 allegations about context (never discussed by the Defendant), the Defendant’s Motion to Dismiss is — once again — frivolous. The Motion to Dismiss is frivolous for other reasons as well. Defendant argues that Ms. Giuffre failed to allege defamation per se yet this is belied by the face of the Complaint. The Complaint alleges that the Defendant’s false statements “also constitute libel per se inasmuch as they intended to injure Ms. Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, and inasmuch as they destroyed her credibility and reputation among members of the community that seek her help and that she seeks to serve.” Complaint § 11. See Celle v. Filipino Reporter Enterprises Inc., 209 F. 3d 163, 179 (2d Cir. 2000) (“a writing which tends to disparage a person in the way of his office, profession or trade is defamatory per se and does not require proof of special damages.”) (Emphasis original, quotations and citations omitted). Defendant’s argument that her statement is not defamatory because it is a “mere denial” is also flatly contradicted by the prevailing case law. Indeed, the case law makes quite clear that the Defendant’s public accusation that Ms. Giuffre lied about her sexual abuse goes beyond a “mere denial” and, therefore, properly alleges a defamatory meaning. In McNamee v. Clemens, 762 F. Supp. 2d 584, 601-602 (E.D.N.Y. 2011) the court held that “denials coupled with accusations that the accuser will be proven a liar and has lied in front of members of Congress cross the line from general denial to specific accusations reasonably susceptible of a defamatory meaning,” because “some of Clemens’ statements branding McNamee a liar contain the ‘actionable implication that [Clemens] knows certain facts, unknown to his audience, which support his opinion.’” Jd., 762 F. Supp. 2d at 601. Accordingly, “[a]n attack on a person's integrity by impugning his character as dishonest or immoral may form the basis of a defamation 11

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 17 of 26 if an ordinary listener would tend to credit the statements as true.” Jd. at 602. Here, Defendant has attacked Ms. Giuffre’s integrity, calling her dishonest and a “liar,” implying that Defendant knows certain facts unknown to her audience that support her opinion, and an ordinary listener would tend to credit these accusations of lying as true because Defendant knew Ms. Giuffre personally at the time of the alleged abuse. It is well established under New York law and in the Second Circuit that falsely calling a person a liar is defamatory and not subject to a motion to dismiss. See Edwards v. Natn’l Audubon Soc., Inc. 556 F, 2d 113, 121-22 (2d Cir. 1977) (“The appellees were charged with being “paid to lie”. It is difficult to conceive of any epithet better calculated to subject a scholar to the scorn and ridicule of his colleagues than “paid liar.” It is this completely foundationless accusation of venality that constitutes the essence of the calumny against the appellees.”); Seung Jin Lee v. Tai Chul Kim, 16 Misc. 3d 1118(A), 847 N.Y.S.2d 899 (Sup. Ct. 2007) (denying a motion to dismiss when the defendant stated that plaintiff “is a liar; she tried to cover all the truth; how could she serve the Lord with lies; and she and her followers are satanic”’); Brach v. Congregation Yetev Lev D'Satmar, Inc., 265 A.D. 2d 360, 360-61, 696 N.Y.S. 2d 496, 498 (2d Dep't 1999) (reversing an order of dismissal and reinstating defamation action based upon a publication stating that a court action was won “by lies and deceit,” finding that the statements at issue were actionable statements of “mixed opinion,” and noting that they suggested to the average reader that they were supported by some unknown facts); Kaminester v. Weintraub, 131 A.D. 2d 440, 441, 516 N.Y.S. 2d 234, 234 (1987) (“inasmuch as the defendant Dr. Weintraub accused the plaintiff of personal dishonesty, the allegedly libelous statements are not constitutionally protected expressions of opinion”); Mase v. Reilly, 206 A.D. 434, 436, 201 N.Y.S. 470, 472 (App. Div. 1923) (“The charge that a man is lying, at least, in a matter of public 12

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 18 of 26 interest, is such a charge as tends to hold him up to scorn, as matter of law, and prima facie a complaint stating the making in writing of such a charge is good.”). Indeed, just last year, the New York Court of Appeals addressed a case with facts strikingly similar to this one. In Davis v. Boeheim, 24 N.Y. 3d 262, 22 N.E. 3d 999 (2014), plaintiffs were victims of sexual molestation by Bernie Fine, a former associate head basketball coach for Syracuse University. Following plaintiffs accusations of sex abuse, James Boeheim, Fine’s friend and another Syracuse Basketball coach, made statements to ESPN.com calling plaintiffs liars. Plaintiffs filed a suit for defamation for those and other statements made by Boeheim and published by the media. The lower court granted a motion to dismiss on the basis that the statements were nonactionable opinion because a reasonable reader would conclude that the statements were biased personal opinion. But the Court of Appeals reversed, holding that the complaint was sufficient to survive a motion to dismiss. Accordingly, the Boeheim court held that “[t]here is a reasonable view of the claims upon which [plaintiffs] would be entitled to recover for defamation; therefore the complaint must be deemed to sufficiently state a cause of action.” Jd. at 274. Similarly, Defendant asserted readily understood facts, not opinion, by falsely stating the alleged “fact” that Ms. Giuffre’s accusations of sexual abuse are lies, an allegation that is capable of being proven true or false. As we know, this is a specific allegation in the Complaint. See Complaint, § 14 (“Maxwell specifically directed her false statements at Giuffre’s true public description of factual events, and many persons who read Defendant’s statements reasonably understood that those statements referred directly to Ms. Giuffre’s account of her life as a young teenager with Maxwell and Epstein.”). Also, similarly, given the close relationship between Defendant and Epstein, and that Defendant knew Ms. Giuffre from the time when she was a 13

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 19 of 26 child victim, the circumstances signal that what is being read is likely to be fact. Accordingly, upon any reasonable view of the stated facts, plaintiff would be entitled to recovery for defamation, and therefore, the complaint must be deemed to sufficiently state a cause of action. Defendant also attempts to rely on the alleged fact that her press release from 2011 was directed at the British Press as a threat that litigation could be forthcoming. Defendant obfuscates the fact, however, that Ms. Giuffre’s defamation claim alleges a direct attack on Ms. Giuffre’s character in 20/5 — a separate attack and apart from any four-year-old theoretical threats to the British press. As specifically recounted in the Complaint, the Defendant’s 2015 attack on Ms. Giuffre included this statement: The Allegations made...against Ghislaine Maxwell are untrue. The Original allegations are not new and have been fully responded to and shown to be untrue. Each time the story is retold it changes, with new salacious details about public figures. (The woman’s) claims are obvious lies and should be treated as such and not publicized as news as they are defamatory. Ghislaine Maxwell’s original response to the lies and defamatory claims remains the same. Miss Maxwell strongly denies allegations of any unsavory nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such claims.” (Emphasis added to mirror statements set forth in paragraph 30 of the Complaint). Nor is any merit to Defendant’s claim that the Complaint allegations are deficient. Defendant does not deny making the statements, and Ms. Giuffre has adequately pled all of the elements of a defamation claim with particularity and supporting facts. First, she has pled a defamatory statement concerning another: Defendant stated, through her press agent, that Ms. Giuffre’s reports of her child sexual abuse were “obvious lies.” Complaint at 30. Second, she has pled publication to third parties, stating that Defendant’s agent “issued an additional false statement to the media and public,” and to “a reporter on a Manhattan street.” Jd. at § 30, 4 37. Third, Ms. Giuffre has alleged more than “fault amounting to at least negligence on the part of 14

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 20 of 26 the publisher.” Indeed, Ms. Giuffre has specifically alleged malice. Among other similar allegations, the Complaint states: “Maxwell’s statements were published intentionally for the malicious purpose of further damaging a sexual abuse and sexual trafficking victim; to destroy Giuffre’s reputation and credibility” and that Defendant “made her false statements knowing full well that they were completely false. Accordingly, she made her statements with actual and deliberate malice, the highest degree of awareness of falsity.” Complaint at p. 8-9. Even if there were some kind of technical deficiency in the pleadings, that does not justify a stay of discovery. As Judge McKenna noted in Jn re Chase Manhattan Corp. Securities Litigation, even if dismissal were to be granted, plaintiffs might thereafter successfully amend their complaint, and allowing discovery to go forward could move the action along toward a speedier resolution. No. 90 Civ. 6092 LMM, 1991 WL 79432, at *1 (S.D.N.Y. May 7, 1991) (“Should the complaint (or an amended complaint) be sustained .., commencement of the discovery process, while no doubt imposing some burden on defendants, will advance the ultimate disposition of this action”). Defendant has not established that Ms. Giuffre’s pleading is deficient in any way — much less that any deficiency could not be easily corrected through amendment. Accordingly, her motion to stay discovery should be denied. C. Defendant Has Not Shown “Undue Burden” Defendant also falls woefully short of supporting her claim of undue burden in fulfilling her discovery obligations. Her failure is understandable given the voluminous number of decisions denying stay requests in contexts analogous to this case. See, e.g., Howard v. Galesi, 107 F.R.D. 348, 351 (S.D.N.Y. 1985) (denying a motion to stay discovery pending a motion to dismiss because plaintiff's discovery request was not futile, it was limited in scope, and the “motion to dismiss was not necessarily dispositive since it concerns the particularity of the 15

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 21 of 26 pleadings, which may be amended.”’) (Emphasis added.); Waltzer v. Conner, No. 83 CIV. 8806 (SWK), 1985 WL 2522, at *1 (S.D.N.Y. Sept. 12, 1985) (denying a motion to stay discovery pending resolution of the motion to dismiss, stating, “‘/b/urdensome and oppressive’ is a shibboleth of little value to this Court. Furthermore, good cause is not necessarily established solely by showing that discovery may involve inconvenience and expense”) (Emphasis added). Two related factors a court may consider in deciding a motion for a stay of discovery are the breadth of discovery sought and the burden of responding to it. See Brooks v. Macy's, Inc., No. 10 CIV 5304 (BSJ/HBP), 2010 WL 5297756, at *2 (S.D.N.Y. Dec. 21, 2010) (citing Anti— Monopoly, Inc., 1996 WL 101277, at *3, 1996 U.S. Dist. LEXIS 2684, at *6—7). Plaintiff served thirty (30) specific and narrowly tailored discovery requests that are intended to gather information about the key documents and witnesses in this case. The requests are not overly burdensome and relate directly to the Plaintiffs claim that she was a victim of sexual abuse, and therefore, Maxwell’s statement that she is a “liar” is defamatory. Take Juan Alessi, the housekeeper for Jeffrey Epstein’s Palm Beach home, where Defendant also resided. He testified that the Defendant kept a book of nude photos of females on her desk. See Decl. of Sigrid McCawley at Exhibit 6, Juan Alessi September 8, 2009 Depo Tr. at 19. Plaintiff recalls being photographed in the nude by the Defendant when she was underage. Plaintiff's First Request for Production 18 seeks: “All video tapes, audio tapes, photographs or any other print or electronic media relating to Virginia Roberts Giuffre.” See Decl. of Sigrid McCawley at Exhibit 9, Plaintiff's First Request for Production 18. Any photos or other media that Defendant has in her possession, custody or control that relates to Ms. Giuffre would be directly relevant to the sexual abuse underlying the defamatory statement in this case. Ms. Giuffre also seeks documents evidencing communications between Ms. Giuffre and the 16

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 22 of 26 Defendant. See Decl. of Sigrid McCawley at Exhibit 9, Plaintiff's First Request for Production Request No. 2. These documents are highly relevant to establish the involvement of the Defendant in Ms. Giuffre’s sexual abuse. Simply put, the discovery seeks all documents related specifically to the issues in this case and is, therefore, not overly burdensome. Defendant complains about the number of individuals in Plaintiff's Rule 26 disclosures, but the overwhelming majority of those witnesses were disclosed in an abundance of caution, in order to identify all individuals who “may” have information relating to this case. Only a fraction of those individuals will actually be witnesses in this case, and as discovery progresses, the list will be further narrowed.* Defendant further complains that the discovery concerns events that took place 17 years ago, when Ms. Giuffre was a minor sexual abuse victim. Yet, Defendant wholly fails to explain why producing older records should place an undue burden upon her beyond a general claim of some “inconvenience and expense.” Waltzer, 1985 WL 2522, at *1. Defendant recruited Ms. Giuffre for sexual abuse in 1999. Any existing records from that period are relevant to Ms. Giuffre’s claim, and she is entitled to their discovery. Finally, Defendant’s invocation of Spinelli v. Nat'l Football League is inapposite. This court granted a stay in discovery in Spinelli due to “the fact that there are currently 40 defendants named in the lawsuit, the intricacy of the contractual provisions involved, and the complex copyright and antitrust claims asserted” and because a stay “may also have the advantage of simplifying and shortening discovery in the event that some of Plaintiffs' claims are dismissed and others survive, by limiting the scope of the parties’ inquiry to claims that have been established as potentially viable.” Spinelli v. Nat'l Football League, No. 13 CIV. 7398 (RWS), 2015 WL 7302266, at *2 (S.D.N.Y. Nov. 17, 2015). None of those factors are present in this simple defamation case. Instead of multiple claims brought by seven (7) plaintiffs against forty * As of the date of this filing, zero (0) disposition notices have been propounded on Defendant. 17

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 23 of 26 (40) defendants in Spinelli, there is merely one claim brought by one plaintiff against one defendant. Instead of complex issues of antitrust and copyright law in Spinelli, there is one, simple defamation claim based upon Defendant’s widely-publicized statements. Furthermore, there are no outstanding dispositive motions whose rulings would refine the scope of the claims or reduce the number of parties, as in Spinelli. Instead, there is merely a motion to dismiss a sole, well-pled count. D. There Is Substantial Prejudice To Ms. Giuffre In Staying Discovery There is risk of substantial prejudice to Ms. Giuffre in allowing discovery to be stayed. Ms. Giuffre has already accommodated Defendant by agreeing to an extension of time that gave her close to 70 days from the date of service to file her responsive pleading. On October 27, 2015, Ms. Giuffre served Defendant with Requests for Production of Documents that are narrowly tailored to get to the heart of the issue in this case. By the date of the January 14, 2016 hearing on this Motion to Stay, Ms. Giuffre’s discovery requests will have been pending for two and a half months without a response. The Court has set a tight schedule for the discovery in this matter which must be completed in seven months. Defendant’s effort to stay discovery indefinitely until the Court rules on the Motion to Dismiss would severely prejudice Ms. Giuffre. There are key witnesses in this case who are living abroad and subpoenas will need to be coordinated internationally. A stay in discovery may cause testimony of those key witnesses to be forfeited if Defendant is allowed to run out the clock by shrinking the discovery period as she proposes in the instant motion. Moreover, the Court should be aware that the Defendant has, in the past, used delay in discovery as a means to defeat any discovery at all. As recounted above, in 2009, the Defendant stalled her deposition, only to apparently disappear to an overseas location. 18

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 24 of 26 In addition, given that the underlying sexual abuse in this case happened a number of years ago, it is imperative that Ms. Giuffre be able to obtain documents and depose witnesses quickly to ensure that memories do not fade and documents are not destroyed. “A stay would frustrate rather than advance judicial administration. As time progresses, evidence becomes stale, memories fade, and the search for truth necessarily becomes more elusive.” Howard v. Gutterman, 3 B.R. 393, 394 (S.D.N.Y. 1980). The problems of fading memories, destruction of evidence and unavailability of witnesses are augmented in particular in this case, because much of the discovery concerns events that took place beginning in 1999. See Dunn v. Albany Med. Coll., No. 09-CV-1031 (LEK/DEP), 2010 WL 2326137, at *7 (N.D.N.Y. May 5, 2010) report and recommendation adopted in part, No. 1:09-CV-1031 (LEK/DEP), 2010 WL 2326127 (N.D.N.Y. June 7, 2010) (in a case regarding events that occurred more than 16 years ago, the Court determined that “the considerable prejudice to defendant in prolonging discovery any further, given the passage of time since alleged events occurred, was sufficient to trump any other countervailing factors weighing in favor of a stay”) (citing Geordiadis v. First Boston Corp., 167 F.R.D. 24, 25 (S.D.N.Y. 1996) (“The passage of time always threatens difficulty as memories fade. Given the age of this case [six years], that problem probably is severe already. The additional delay that plaintiff has caused here can only make matters worse.”’)) (emphasis added.) CONCLUSION Based upon the foregoing, Plaintiff respectfully requests that this Court deny the stay and allow for discovery to proceed as scheduled. 19

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 25 of 26 Dated: December 10, 2015 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 20

Case 1:15-cv-07433-RWS Document 20 Filed 12/10/15 Page 26 of 26 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on December 10, 2015, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 21

Case 1:15-cv-07433-RWS Document 21 Filed 12/10/15 Page 1 of 4 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO DEFENDANT’S MOTION TO STAY I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. a I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Opposition to Defendant Maxwell’s Motion to Stay. 3, Attached hereto as Exhibit 1, is a true and correct copy of the Government’s September 3, 2008 Victim Notification Letter. 4. Attached hereto as Composite Exhibit 2, is a true and correct copy of flight logs for Jeffrey Epstein’s private jet, and a summary chart reflecting flights where Ms. Giuffre and Defendant were listed as passengers, and a chart listing the airport codes. 3. Attached hereto as Exhibit 3, is a true and correct copy of a picture of Prince Andrew, Ghislaine Maxwell and Virginia Roberts Giuffre. 1

Case 1:15-cv-07433-RWS Document 21 Filed 12/10/15 Page 2 of 4 6. Attached hereto as Exhibit 4, is a true and correct copy of Excerpts from the July 29, 2009 and August 7, 2009 Deposition Transcripts of Alfredo Rodriguez. Vs Attached hereto as Composite Exhibit 5, is a true and correct copy of the Palm Beach Police Reports dated March 14, 2005 and July 28, 2006. 8. Attached hereto as Exhibit 6, is a true and correct copy of Excerpts from the September 8, 2009 Deposition Transcript of Juan Alessi. o, Attached hereto as Exhibit 7, is a true and correct copy of Juan Alessi’s November 21, 2005 Sworn Statement. 10. Attached hereto as Composite Exhibit 8, is a true and correct copy of the Notice of Deposition of Ghislaine Maxwell, Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail, “Bill Clinton pictured with Jeffrey Epstein’s social fixer at Chelsea’s wedding AFTER severing links with disgraced pedophile.” 11. | Attached hereto as Exhibit 9, is a true and correct copy of Plaintiffs First Request for Production of Documents to Defendant, dated October 27, 2015. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Case 1:15-cv-07433-RWS Document 21 Filed 12/10/15 Page 3 of 4 Dated: December 10, 2015 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 21 Filed 12/10/15 Page 4 of 4 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on December 10, 2015, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

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Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 19 of 92

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 20 of 92 JEGE, INC. | PASSENGER MANIFEST Registration Number: oeaiz nae er Pilots: Dave Rodgers, Larry Visoski Flight Bogitieers—— ~~" Larry Morrison DATE: es ons += xrom_ BL Tro | a. =o) PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2 < Appi Kellen ay WEST PRM. Bercy 3. NADL MARCEN KOV Pr State or Comtry FL a # ESM Ale | TO Identifier Defiaed SU gemale ew ST. TOMAS 6. seierCuay.. 0 = ¥ 1 7. | Nautical Miles —* 8. Statute Miles 9. on Ul | OD AIRFRAME 10. Pounds 8 BLY 33042. | 1 Fightin “2-+\O 12. | Altitude FL 4 Jo 3304.3 1B. 20. "Night 2 am 14. 21. TL | mt 15, 2. IMC 2. 16. 23. Approach 17, 24, 18, 25. 19, 26. SA001555

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 21 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number: N908NE Type: B-727-31 Pilots: Dave Rodgers, Larry Visoski Flight Engineer. Larry Morrison pare: f -f4%008 mom “ZEST wo _PBE” Depanure Arival . Trip Ate Time - fo -1£ CPM) Number 317. PASSENGERS i, Jeffrey Epstein FROM Identifier Defined 2 Soh blererretl City ‘ +4 Thm AS :3, Sarah Kellen a Sate or Country da S47 | 7, : Nautical Miles G 75. : 8, Statute Miles__1_] A | 9. Gattons “BSS CoP AIRFRAME 10. Pounds 2297 Ce 32044 3 oe ee, Fight Tine 2 +394 _ AA A se smacr £Z 350. 33 5G. xX 13, : 20. Neh ss f- OY Ue 24. T/L tf 15. 22. | _ iwc ee . 16. 23. Approach : 17. 24. 18. ee 25. _ Di ee 26. SA001556

ae Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 22 of 92 _JEGE, INC. PASSENGER MANIFEST Registration Number: NOOGJE Type: B-727-31 Pilots: Dave Rodgers, Larry Visoski Flight Engineer. Larry Morrison pave: _/ - (7,208 ROM PRI TO v; Ek tue 52D Gt) Time “7-39 a0) Nimter__B 42 PASSENGERS 1, Jeffrey Epstein 2. Ghislaine Maxwell 3. Sarah Kellen 12. 13. 14, 15. 16. 18. Lv, FROM Identifier Defined City State or Country Fe. pen er A Nautical Miles EP Statute Miles / 0 a § Gallons D&A] Ss AIRFRAME Ponsa? /Z00 2304%la Flight Time en tel _ A Attitude RL XZIIO. BSO¥P_F 20. Night | a 21, TL L_ 22. . IMC __ 23, Approach 24, 25, 26. $4001557

The text on this page is estimated to be only 49.02% accurate

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 23 of 92 JEGE, INC. PASSENGER MANIFEST Lacry Visoski Pilot: Dave Rodgers, eee Registration Nunaber: NOOBJE Type: a viobt Enghaees ae / " 19. 2005 FROM J HK TO p BE perawee oy 79 Beh) 5a GO) Namie “BIS Time 7 2 Time H yn PASSENGERS FROM Identifier Defined ), Jeffrey Epstein z ern 2 City Nig York 3, Aveo Wirrecintacth — Sten Contry AK a. CeO Mute dA. TO Idcatifier Defined . 5, City AVESA (“ACs Coastal, ae -— StateorCounry = Fe Nautical Miles : ee renee an Statute Miles §s« SORA tes 3200 HCG ateRa aes PPO _ BIKE Oa eae Flight Tim 3A 12. — Attiuter, PZZPO 2 FAO7 5 M3. 20. nists . 1 21. ‘ee * 15 22, j ane senreeen 6 . FF a a 24, MB 25. PD oe SAO01558

i Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 24 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number: N908JE = Type: B-727-31 Pilots: Dave Rodgers, Larry Visoski LB Ag me Lf Plight Engineer: Larry Morrisou DATE: / _-- 20,2004 ¥ROM fs / To 3 ae to oe SP ae at OS 27 ae ELK PASSENGERS 1 Jeffrey Bpstettr FROM Identifier Defined 2. Ghislaine Masevell City = en AC « 3. Brant Tiadeli Skene Cay Vani dl 4. TO Identifier Defined | . 5. City (esr. Pole Pewee s 6. State or Country Z 7 ee Nautical Miles £F" 8. Statate Miles y=, 9. Galloss SOO _ AIRBRAME 10.. ponds @79¥ 3B30°S) 5 LL ? Flight Time OF + 3Z : x 12, ‘Altitude FL S00 : 33057 O 3 _ 20. _ Nigm pe Bis ee ay OE pee se 15. 22. IMC a 16. 23. Approach 17. | 24. 18. 25. en Ce ete 26. eee Ewen Tee T Ramey Fr higat SA001559

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 25 of 92 JEGE, INC. PASSENGER MANIFEST eee ene ee Se ee oy Morrivon pare: \ _-21 2005 nom TOT PGI TIST pam UG At A VO SIM te SIS PASSENGERS 1. Jeffrey Epstein >» NAOIA MABRY KovA | 3. A NDREA 4. 5. FROM Identifler Defined City West PALM BeErCH State or Country FL TO Identifier Defined cy ST, TH omAS state or Country SWE Nautical Miles 7s Statute Mites) ) ou | Gallons 2210 AIRFRAME Pounds \2—1 \621% 3S 0582. “+ _O Flight Time 2+ 2 |. Altitude FL S10 _. a 35084 | 3 OOy JA 20, went 21. T/L wae 22. Mc 8. 23. Approach 24. 25. 26. SA001560

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 26 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number; NOGA Type: B-727.31 Pilots: Dave Rodgers, Larry Visoski Flight Engineer: Larry Morrison DATE: O- 3 2005 FROM a TO fet PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2. Grea) [Letlen City Cot 42/6aF 3, VAY phacre State or Couity —§_- OCF 4, lé Diy LoZ foft earth TO Identifier Defined . Fy Woden cy __ Lut Fae [Bercy 6. State or Country FL : 7 HL eget ec gee Nautical es Gallons bn AIRFRAME oe 22 2 Flight rime J +7 ee Altitude FL GFR 260 Ke se De Bes 20. CN ight eens £ aa he etme tee Stes UE fil Mo IMC ah DS na eS Approach DO oe oe DS a 7 SA001561

oN Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 27 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number. NW8JE Type: B-727-31 Pilots: Dave Rodgers, Larry Visoski DATE:. ot ~ E , 2005 Tae 539 Gu) PASSENGERS 1. Jeffrey Epstein 2MADLA MAM nkovg 3. A DPAEARLYA 4 DAVZ ul : 5 ie 7 ke AIP * Flight Engineer, Larry Morrison FROM PBI TO LEK FROM identifier Defined City State or Country Fe TO Identifier Defined cty__ AME Yor fo State or Country : 7 Nautical Miles Statute Miles Gallons AIRFRAME Pounds / SZ. 33060 Flight Time <A +)5- AL AttindoFL_£L3'70.33 OL 3 .O 20. Night L§ 22. TL if. 22, | mc __ 23. Approach 24. 25. 26. SA001562

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 28 of 92 JEGE, INC. PASSENGER MANIFEST Type: BTS Pilots: icine ivan Flight Engineer: Larry Morrison room TF IE To PR! Arrival Sl 1 SY GD Nuba__.32 0 FROM Identifier Defined City ew one 7 State or Country et TO Identifiar Defined cy Lesr etn BEwod State or Country FL Nautical Miles & 7 o Statute Miles JOSS Gallons Z2POP AIRFRAME Pourids {Q2r7 320,88 .2 Flight Time @+/% Attinde FL B&O PBOLS 2 20. Night 2.2 21, T/L if 22. "IMC Bilas: 23, Approach : 24. 24. 26. SA001563 SOT4d0 33K TAGN0D WWEE:G S@B@2"6 “dH

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 29 of 92 Flight Engineer: Larry Morrison = JEGE, INC. PASSENGER MANIFEST Type: BTL Pilots: Dave Rodgers, Larry Vieskti Bude no rrom_ PSZ_ To SER FROM Identifier Defined City _wesr Palm BEALE seas orComtry «AVA Nautical Miles a FT Y Statute Miles Ll 92£ Gallons FSS AIRFRAME Poms (FY 72O 33065 2 Flight Time o2+/D eh Attiude FL 272.290 33967? 2. Cit 2t, TL pr IMC Approach & & SF BR SAO001564 SOTsA4O 33X3 GENS WUBE:G ShG2"6 "UW

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 30 of 92 JEGE, INC. PASSENGER MANIFEST aher: NOGLIE Type: B-727-31 Pilots: Dave Rodgers, Isrry Visoski Flight Engineer: Larry Morrison FROM TIST TO PBL Time 8 OS @w) Nmier_ 3A3 FROM Identifier Defined City SY 7. 7 Loans _ State or Comiy LSU TO Identifier Defined cw__tuest fade [Zemch | State or Country Fz, Nautical Mies 976 Statute Miles / f Z z2 Gallons 5 305 _ AIRFRAME rons 23557 SB0a70 4S FlightTine UAB ss AD AtinderL FLIF¥O 330722 .F 2. sgt gt a TW oI SA001565 S30T4d0 D3xK4 TSSNUD WeBE:6 SAe"G "a

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 31 of 92 JEGE, INC. PASSENGER MANIFEST be N9eRIE Type: BA727-31 Pilots: Dave Rodgers, Larry Visoski s Flight Engineer: Larry Morrison dons wrom FA! ro PR\ 1:45" BD Nimbe_ BEY _ FROM Identifier Defined city West be fon [seed State or Country Fee TO Identifier Defined City We aT (oo Lon Resch State or Comtry 72. Nautical Miles Statute Miles £7" Gallons AIRFRAME poms 35 _3R07R VF Flight Time O+ J 7 2 ( Attimae FL_ 2579’ 3073) 20. re Night a 21. TAL ft f — 22. IMC ae 23. Approach / 24. 25. 26. SA001566 SOI440 33X35 TNUD = WWE:G «6 S@!™"G RW

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 32 of 92 Re ERY , JEGE, INC. i PASSENGER MANIFEST ae NOOBJE Type: B-727-31 Pats DaveRodgers, Larry Vises DATE: 3. -_|__, 2005 FROM PSL 10 TEE — arin 12. 53 Gh Nee 32S FROM Identifier Defined city WEST PALM BeACs State or Country El F TO Identifier Defined cy NGW YoRre 5. 6. : state or Country YY eee mere 7. ‘ Nautical Miles = oF 8. StateMitee - / DO 2 fe Gallons 217 AIRFRAME ~ : S | ry bates aH 5 se iz Pounds (7) 33073 [ Fighetine ZOD SL 11 ne Atmer, SO 23 O7 SB 13, i 20. Night a “4, L ad TL _ 15, E 22. | IMC 2 16. 5 23. Approach SLO 17. ] : 24, rd 25. 9, 26. §SA001567 bid @92."ON ADI440 DSXa “GENES WOAE:6 S@G2"6 “ew

2 Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 33 of 92 JEGE, INC. PASSENGER MANIFEST | Sos s fare Eft oven o 3 Registration Number: NM8JE = Type: B-727-31 a Davo Rodgers, b- rats Picea pate: 3 - ¥ ,205 ¥RoM__7FK To FBS tim F329 Py a SI FS Nuber B2l PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2, GAs Jorne PPO neeretl 3, DP» vie 07 flea 3 Vane Matos poks 5, AB pat potett PAV Gert ESIEA 6, 7. 3 9. 10 11 . 13 14 15 16 17 18 cy Why YORK, Mew y of State or Country __M0 fy _____ aw a city WesT eee Bescw State or County. 2 Nautica] Miles FRY Stemte Miles, / 0 2 3° Gallons 2 OF 7 stRFRAME SG 826 FB07TS RX ripe ae 12-1 B nee ar. ( Attitede FL BIO 39077 5 20. Night 0? 21, TL Lil. 2. IMC she 23. Approach _ ee 24. 25, 26. SA001568 331440 DAXA THANYD WOZE:6 SaGe"G “a

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 34 of 92 gnc ki Boa PON a stg Pn Soa eee Ua ee Da aie eee ee mee aL ee ene nee gs a Us see eee Oe lun ee ee JEGE, INC. PASSENGER MANIFEST Registration Number; NOOBJE Type: B-727-31 ae Seneca oe. DATE: 2 _£ 2005 FROM PBI To. #7S | Time (} -F2 @) aay my SOg) ee 324) : PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2, etleal City s€S | 3 AMADA MAL CrnkavA State or Country 4Z.. 4, 4h ele eA TO Identifier Defined 5, City “SJ. “7 ham AS 6. State or Country U5 Vt. 7. Nautical Miles oS ha 8. Statute Miles__ J) a> 9, Galloss_ SARF AIRFRAME poms {FLOP 2BBa7Z & Fight Tine ch +P il aknen, 22370 33077 20. Night os 2] T/L foes 22 IMC jabs 23 Approach 24 . a a ie a eee §A4001569 S01 440 93X4 TSSN09 WO2E:6 sag2°6 “aU

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 35 of 92 JEGE, INC. PASSENGER MANIFEST ; . mae aD Registration Number: NOO&JE Type: B-727-31 ae Larry Visoski Flight Engineer: Larry Morrison pate: _ 3 - “&,2005 3S rroM KI FA ro AAS! Deperture ival . PASSENGERS 1. Jeffrey Epstein 2, CAE lowe gt At eape I 3. DAV B BR MS 12 YE Oy Nmbe__33] FROM Identifier Defined Clty OU OO AT State or Country ay TO Identifier Defiued POT ae ee State or Country / & Nautical Miles SE PY Statute Miles £o2 Gallons 7 3S” AIRFRAME Pounds 23 0/3 330384. [ Flight Time 2+? ed AitimdoFL 23D _33OP6 2 | 20, Night Se 21. TL Lif 22. IMC feo 23, Approach 24. 25. 26, SA001570

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 36 of 92 JEGE, INC, PASSENGER MANIFEST a asenqe LAL Registration Number: NSO8JE © Type: B-727-31 Pilots: Dave Rodgers, Larry Visoaki Flight Engineer: Larry Morrison DATE: 3 -o%>-,208 FYROM PBL TO YEE Time _ 7. O07 Gu) Tin 2 iJb PM) Nomaber PASSENGERS 1. Jeffrey Epstein FROM identifier Defined 2. apt r AL KA city wesr Palen Pench 3 L fem he Smite or Country 4. Deneve 35 teatS , TO Identifier Defined 5. a LF | Cty Afad \JOee State or Country sl sr ieee 7. Nautical Miles PH 2 sumteMies JO2P 9, . Gallons AIRFRAME 10. Pounds _/ EF S/O. 33086. Flight Time ROP a ad Altimde FL_£2-4/O _ IIO 2. 20. | Night 21. Ge gd es SA001571

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 37 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number: N9GBJE Type: B-727-31 Pilots: Dave Rodgers, Larry Visoski Flight Engineer: Larry Morrison DATE: _.3 -3/ .2005 FROM JEK | To PBI penne gg QP Bi). iy BO Nome BRS PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined » Cody slammé Maruretl cy Mews York’ __ Daw Beams State or Country 4 . TO dentifier Defined 5. City é 6 State or Country Fe 7 Nautical Mites sD eee 8 Statute Miles “OR Ff a gp eee 9 Gallon of [Op AIRFRAME se Siete cee gee routs JOLOP_ 2309S. & U0 cee ee 2 i Flight Time ok 4? 7. a ee SS ee ae ee ee war. BLY 33075 1 De Alti PLY 20. Night Picci 13. ie el erm ae ee ; TL Es De i ee 21. 22. IMC — 16 a ee aie 16 23. Approach a aa a eh i De BG ict co a ee eran eee ees SAO0O01572

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 38 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number: N9OSDE Type: B-727-31 FROM PRI DATE: U - 6, 2005 Pilots: Dave Rodgers, Larry Visoski Flight Engineet: Larry Morrison TO TERK pewtee 14 YEP si | OS Ab Mme B36 PASSENGERS 1. Jeffrey Epstein 2. sACAW Kellen 3 O@vrcO_ M OLLEN , ANDRERNYAR Mvcerske , CAN BURNS 6. 15, FROM Identifier Defined ciy WEST _PRLK ReAcH ‘State or Country TO Identifier Defined City NEw yore i) ae State or Country Nautical Miles . Statute Miles ana ne Gattons 2 17) AIRFRAME voma (BETH BOI .{ Flight Tima “<- + 1 O OE Atimde FL > (QO. %70 33100.% S 20. Night _ 21. TL h 22. aes ™c §A001573

- "96/18/2885 12:48 Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 39 of 92 DATE: 6. + cS; 2005 PASSENGERS \. Jeffrey Epstein 2 0 ARAL Kellen! 3 Davin Mullet 4, , 5, DAWA. Buens Ue ee 5614786553 JEGE OR HYPERION AIR PAGE a2 JEGE, INC. PASSENGER MANIFEST Registration Number: NOVGJE —_ pe27-31 Pilots: Dave Rodgers, Larry Visoski Flight Engineet: Larry Morrison rom, SEK Te = . tee O33 Gb Note BF] __ FROM Identifier Defined city AMVEoI J ORK State or Country AL ~.___— TO Identifier Defined city Weer Lato seach State or Country Flu. ee Nautical Miles «SPY stainte Miles ORY Gallons AIRFRAME ponds (SO %O 231%. Flight Time 4 +OF otf AtiméeFL FL SIO FF/ G we 20. Night a. 2k. T/L it 2. ss _. 23. Approach 24. 25. ee a §A001574

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 40 of 92 JEGE, INC. PASSENGER MANIFEST Registration Number: N9O8JE Types en Pilots: Dave Rodgers, Larry Visoski Flight Engineer: Larry Morrison DATE: cj ot 2005 += FROM MB TO Le Q as o008P am 2 4sGvr.. 242 PASSENGERS | bre Cagcada. FROM Identifier Defined 2) City (JEST 24 Ly l Derich 3; : State or Country £ Z i 4 : . TO Identifier Defined 5. City | Ee : 6. State or Country Ee L é ek ea Nautical Miles a 8. Statute Miles BIS Be cre ape a en ea Gallons 2OB AIRFRAME = -= to. Pounds 3326. ze Dc ae Flight Time + GO oe Se Altitude FL 2-3/0. 337-5 5 3 . 20. Night __ 14 21, TL 15 DD te ee eet IMC Gs nt Sa a 23. Approach (eee eee eee ene een een 24. oe ara a ce 28. E, . s a tote ac 26._pntx IN Z KJ Cpe k tae SA001575

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 41 of 92 JEGE, INC. PASSENGER MANIFEST GESREE Ge Hee Registration Number: NOOSE Type: B-727-31 Pilots: Dave Rodgers, -qampettienki pare: |O. 2, , 2005 Departure | ; G@M> Amival Flight Engineer: Larry Morrison wie... CO. Tine || :;O% PM Time \Z 32 coe S43 | PASSENGERS _, Ls 12. 400 16 17 18 19 FROM Identifier Defined city LAKE CT t State or Country F C TO Identifier Defined City LAKE etry State or Country f L Nautical Miles 0 Statute Miles O Gallons ey Pounds \37% “OD 3, \ | > Flight Time oa a Altitude FL a lo JI \\ 2 2) Go Night 21. T/L / er nanainarrieinnuunnanntcinent IMC 22 a Approach 23 24 25 i 26 SA001576

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 42 of 92 JEGE, INC. PASSENGER MANIFEST BL penned) Registration Number: NORE Type: B+727-31 Pilots: Berettedgers, Larry Vivoski Flight Bnginces: Larry Morrison DATE: _/O LE, 205 Departure Arrival Goo (as 30 Gp Time PASSENGERS } a 2. - 3. fe 4, i 5. 6. te Be DA 15 160 UT D8 ae 0. ee FROM £C0Q ro. 4£CQ 6 A Bb Nie 2A FROM Identifier Defined City Jake. Qty Bi pees State or County TO Identifier Defined City Ate KE ty State or Country - ZL. Nautical Miles O ean ne a rt Gallons AIRFRAME pounds 2215 33H9 2 Flight Time +L A AtinderL_ FAIS 2 a Night 20, = 2, CT ee ee IMC — 22. 23, Approach i: ce és — 25, Lt 26 SA001577

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 43 of 92 JEGE, INC. 7 : PASSENGER MANIFEST Registration Nowber: NoOSE Type: B-727-31 ne Serco, Larry Vist pare: _/(?-/ 7.205 FROM ACG ro EX pane | yg WD F Time r PASSENGERS 1 facepeyearls 2. Bi aan en 4 ‘ Oven cee 6 ie rr Fei ana aa ee 10, he Vo Bo Vo 15 ae PD Ri 19 alg 3:0 ot OP Number 3445 FROM Identifier Defined City State or Country F / TO Identifler Defined cy Mews Vouk! State or Country ALY. Neutical Miles 7 4. ___— ee fe 5O AIRFRAME Pounds ree BBILT a, plight Time] + 49 Se stinger £LBSOQ 2F/a/ 0 20. Night _______ + -— 21. TIL f 22 — IMC a 23. Approach 24, NO Passeaie 4S 23, MAWTENARNCE __. = ; EX(G4 8, | 2_Lelochrbinn) GEL TS SA001578

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 44 of 92 ‘p1/eg/2005 18:15 5614786553 JEGE OR HYPERION AIR PAGE 05 she eye wea : HYPERION AIR, INC. PASSENGER MANIFEST Registration Nuinber: NO09JE Type: G-11598 Pilots: Dave Rodgers, Larry Visoski pave: _\__-_)_.2005 FROM TQPE TO C GT Departure eu Arrival Trip \"7] LO Time c= : \ \ Time. 4.0 awa) Number _ PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2. Sarah Kellen ity AJ ALLG LAKE 3. Nadia Marcinkova ciate or Country LIN EEA. 4, David Mullen TO Identifier Defined 5 “L-ENTA BROUKTS city WEST CALM. BEACH 6. TEAN LUc BRUNE State or Country FL Dn Nautical Miles \o7> | (Zar Gallons AIRFRAME Pounds 1“ “Iw a LS A103. 3 ee 3° _ Aljitude FL 430 Q706 3 TAKE-OFFROWER Night Stature 2 COMMENTS Flex TekeOff__- TL / Min Take-Off. IMC — ease Condition Approach ee Ree ee Se $A001579

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 45 of 92 g1/89/ 2045 ©15:15 5614786553 JEGE OR HYPERION AIR - PAGE 44 ‘ My. HYPERION AIR, INC. PASSENGER MANIFEST Registration Nuxtber: NOWJIE Type: G-LI59B Pilots; Dave Rodgers, Larry Visoski ~e pare: _[- sB 2008 PASSENGERS 1. Jeffrey Epstein 2. Sarah Kellen 3. Nadia Marcinkova 4, Lasc€ COMMENTS pea rrom__ [Sat To. 7&8 Arrival Trip pam of gL te Co BAGH Nava /750 FROM Identifier Defined ey _mesr rae ¢ State or Country fz TO Identifier Defined . Ciy Pe tek Gora ee IN a Nautical Miles 4 oo ee eee erent a Statute Miles | 03S Gallons LS 020 AIRFRAME Pounds GS7O 7 Zo = Flight Time CURs _ & Altitude FL Fey 7719 F. 76 ae om TAKE-OFF POWER Night OO Flex Take-Off. STL LS — Mio Take-Off. = ss«sIMC : Condition Approach Oe i el 54001580

aft iy C :15-cvase 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 46 of 92 1/09/2885 15:15 5614786553 JEGE OR HYPERION AIR PAGE @3 HYPERION AIR, INC. PASSENGER MANIFEST | Registration Number: NOOQJE — Type: G-1159B Pilots: Dave Rodgers, Larry Visoski DATE: | 6 ,2005 FROM TéEs8 TO PRT Departure Time PASSENGERS 1, Jeffrey Epstein > DANB 3. 4, 3. 6, 13. . COMMENTS 22 Ariel \| SOM) Nanbe \1S] FROM Identifier Defined cy “TETER BORO State or Country } J J | TO Identifier Defined ciy WEST PALM BEACH State or County _____. F L Nautical Miles oO © Statute Miles | \ 03 S eo Gatlons \AO® AIRFRAME wons ANG 4108.6 __ pies OE ce aviower. 430 AUN. 3 TaKHORRPOWER — Nigat__2n, > ricviieor eco We ee Min Take-Ot__. «EMC 20 Condition Approach SA001581

- 1/09/2685 16:15 ‘ & Time a 7 69 We Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 5614786553 ~ " JEGE OR HYPERION AIR Page 47 of 92 PAGE HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N9O9JE DATE: _/ af , 2005 PASSENGERS , _ LIL 2. 3. 4, A 5. 6. COMMENTS eo ee Type: G-1159B FROM P BI TO Arrival AM Trip Time § 20) PM Number f 2 Sa. Pilots: Dave Rodgers, Larry Visoski RSQ FROM Identifier Defined City pest Fett Bey _ State or Country F C| TO Identifier Defined City Ht . MM yess State or County la Z.. 84 Nautical Miles Statute Miles | O 2 Gallons AOD AIRFRAME Pounds AE PULL 3 Flight Time ____- +f OF Altiinde FL_ = L/ZO. AUF TAKE-OFF POWER Night.» Flex Take-Off. TL _ f/f Min Take-Off _ MC __-.____ Condition Approach CAp/ TKS, OL SA001582

- gi/99/20a5 15:15 Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 5614786553 Page 48 of 92 JEGE OR HYPERION AIR PAGE HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N909JE DATE: | - g , 2005 Departure aM Arrival Time Ae 36 Time PASSENGERS 1. : 2. 3. 4, : 3 COMMENTS ee ee as Type: G-1159B nom RW. 0 PRI 484 Pilots; Dave Rodgers, Laccy Visoski emer FROM Identifier Defined State or Country EC. TO Identifier Defived vy WEST PALM REFER State or County Nautical Miles 8 4 Statute ae: { oO Gallons AIRFRAME Pounds \ Te A) \ ) oe Flight Time _a2 | Night. Flex Take-Off : TfL { a TAKE-OFF POWER | Altitude FL =" Min Take-Off ____. IMC . Condition Approach eee ESURN EROM Conse bw pNSPe<TLow ReTuRW ERG Corschy _ER SEES —— SA001583 61

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 49 of 92 HYPERION AIR, INC. PASSENGER MANIFEST | a RENE RATHCES Registration Number: N909JE Type: G-1159B Pilots: Dave Rodgers, -burry“Vtsosti DATE: 2 -|© ,2005 FROM PBL 9 PBY amr 1537 GP wet 1) 23m JIst PASSENGERS | 1 NGEC | FROM Identifier Defined 2, BIGESH cy WEST PALM. BERCH 3. State or baat El 4, - TO Identifier Defined ae city WEST PALM Berctr 6. State or Country FL 7. Nautical Miles 8. Statute Miles 9, Gallons GSO AIRFRAME 10. | Pounds “| OOO AW | ll. Flight Time + 4S 3 12. Altitude FL_1SO AW 4. is. | “TAKE-OFF POWER Night COMMENTS FlxTaeor = IS m / _ TEST FLIGHT Min Take-Off. IMC ENGINE EVEL FLOW Condition Approach Pruyo PL LOT $4001584

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 50 of 92 HYPERION AIR, INC. PASSENGER MANIFEST GARY RoxBoRG 4 Registration Number: N909JE ‘Type: G-1159B Pilots: Dave Rodgers, ‘herryviveshiDATE: 2 AG 205 From PBL ro Vast Tine |O .OS rine AG GD Mme (TSS PASSENGERS 1, CoLlé= N 2 + | FEMALE 3. 4, 5. COMMENTS FROM Identifier Defined ciy WEST PRPCN REASH EC State or Country TO Identifier Defined city ST. TROMAS State or Country USVI Nautical Miles Statute Miles Gallons | 2.00 AIRFRAME Pounds Gs6 { | o | (2 ie Flight Time 24(t 2. ee Altitude rL U3O G1i\s_\ TAKE-OFF POWER Night ; Flex Take-Off 2 AS T/L { Min Take-Off 3 IMC Condition Approach SA001585

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 51 of 92 HYPERION AIR, INC. PASSENGER MANIFEST CARY RexBuRecul Registration Number: N909JE Type: G-1159B ‘Pilots: Dave Rodgers, sberry-Vtsusri DATE: 2 |G, 2005 FROM VEST __ TO P&L Tae © 18 A te” _ 7 SS gmp wie _\1SG | PASSENGERS .GHISLAINES MP KWEUL FROM Identifier Defined 2 E VET ANDERSSON city ST. TROMAS 3, CELINA DOBTN State or Country USUL a MeYPr Oo BIN TO Identifier Defined 5CRES VALOE?DR ciy WEST PALM B<eacs ae eae Or Oe SE ITED State or Country a ap | Nautical Miles 8. Statute Miles 9, ; Gallons (WOO AIRFRAME 10, | Pounds \{SS6 a") is” ; | Flight Time 2 +> Z sibs 12. . | Altitude FL_ 2.60 41 [7 tl i TAKE-OFF POWER Night _\ Go COMMENTS Flex Take-off @ TL ,_\ Min Takeo 2 49 imc & Condition WLYOS Peat Approach SA001586

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 52 of 92 > 4/07/2005 16:53 5614786553 JEGE OR HYPERION AIR PAGE @1 HYPERION AIR, INC. PASSENGER MANIFEST . B, HAMM Registration Number: N909JE Type: G-1159B Pilot: DaveRedeers, Larry Visoski DATE: CA ~—2pi205 From PRB xo TO TELS Departure (AM) Arrival | Trip Time {l2 :3 (FM) Time LA Shelley Number f 75 / PASSENGERS 1. Jeffrey Epstein . FROM Identifier Defined 2, Sarah Kellen city WEST. tlm BEACH. 3. Nadia Marcinkova State or Country Fz. 4, ames Staley TO Wentifier Defined 5._£ y ahi SHA Gy Ciy_ FEEL Boy He. ~ 6. ALEXA StaslBy State or Country AA, J 7. StAailE Ye Nautical Miles s. DA VLD Mul LEA Statute Miles 9. Gallons_ (70 AIRFRAME 10. rounds £ GS F 227. Ts. LL. Flight Time pod + /X" “3 12. Ahtinde FL_ AZ FLD TIO © _ 13. TAKE-OFF POWER Night COMMENTS Flex Take-Off __-_. TL / MinTake-Of = COIMC Condition. —s—S:*C*é«ACipprctatch SA001587

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 53 of 92 ~ 04/87/2685 16:53 5614786553 JEGE OR HYPERION AIR PAGE 82 wt ey HYPERION AIR, INC. PASSENGER MANIFEST Registration Number. N9IDJE Type: G-1149B Pilots: Daye ee Larry Visoski . pare: Ba at 2005 7 Ek 10 PRX oes tee 3 -YO@S Nawz_ L252 PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2. Sarah Kellen | city FEPER Boro 3. Nadia Marcinkova State or Country WN. J. 4, TO Identifier Defined city Us EST AIM. Beck __ State or Country -& 7 Nautical Miles . 8, | Statute Miles 9. Galloas #5 OO AIRFRAME 10. oo Pounds P28 GPRD O _ i, FlightTime 2 BR hy 12. eee Atinde LL Y3D F PAR G 13, TAKE-OFFPOWER Night. ‘COMMENTS Flex Take-Off CTL Min Take-Off, IMC Condition = | Approach SA001588

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 54 of 92 84/87/2885 16:53 5614786553 JEGE OR HYPERION AIR PAGE 83 HYPERION AIR, INC. PASSENGER MANIFEST ) GILL murPpy Registration Number. N9OQJE Type: G-1159B Pilots: Dave Rodgers, kerryAisoskt DATE: 4 “ , 2005 ee 10 iD Time PASSENGERS a 2, Ghislaine Maxwell COMMENTS © FROM PEL BBS A nite To SAN 17S 4 FROM Identifier Defined cy WEST PALA BERcH State or Country FL TO Identifier Defined cry SAN OLEGO State or Country G Ft Nautical Miles Statute Miles Gallons 324l AIRFRAME pois VANE 4722.6 Flight Time S. 2b eS A. Altitude n430 ie 47 = 8 oO TAKE-OFFPOWER Night > Flex Take-Off. Th i] MinTokeO® = IMC Condition Approach L 54001589

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 55 of 92 ” g4/07/2885 17:29 5614786583 Registration Number. NOOWE DATE: es 2005 i a es SS So _ gp PASSENGERS . 1. Fefrey-Rpcteig COMMENTS EOS JEGE OR HYPERION AIR PAGE @5 HYPERION AIR, INC. PASSENGER MANIFEST Pilots: Dave Rodgers, Larry Visoeki mn SAY we Par 7 5 CO Gis) Tae [Flaky FROM Identifier Defined City Si AVA NAA State ar conty AP TO Identifier Defined City WEST 1A Bel. State or Country EL Nautica! Miles Statute Miles i AIRFRAME Pounds & LaF 136 F Flight Time __/ + al /.Q Altitude FL_ 2320 5 737.7 TAKE-OFF POWER Night . ty Flex Take-Off. TL / en! Min Take-Off, IMC . Condition Approach, SA001590

~ wee Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 56 of 92 > @4787/2085 17:29 5614786553 JEGE OR HYPERION AIR PAGE 86 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: NXOJE Type: G-1159B Pilots: Daye Rodgers, Larry Visoski DATE: Y Jy 2005 FROM PET. TO PPK — es AG Gi) ig 4 See ees |" G7] iia FROM Identifier Defined 2. Ghislaine Maxwell ciy_ WESD rOLmM gency 3. State or Country FL 4, [0 Identifier Defined z cry ATCAN TA 6. State or Country _ GA 7. : Nautical Miles 8. Statute Miles . 9. Gators AOD _ 10. Pounds G00 9737.8 ll, plist Time | +22 \ ye 12, aximort MIO A134 2 13. | TAKE-OFF POWER = Night. COMMENTS Flex TakeOf_. TL Min Takeow 21S auc Condition Approach sad SA001591

on Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 57 of 92 84/87/2085 17:29 "5614786553 JEGE OR HYPERION AIR HYPERION AIR, INC. PASSENGER MANIFEST < : : B. Registration Number: N909JE Type: G-1159B Pilots: kal dy Larry Visoski DATE: 4 - § , 2005 tine “7. Gb PASSENGERS 1. Jeffrey Epstein 2, Gaisiiae biorat] 3, Sarsh Keaton + Mani Maren: Lava _ 5. AmoLe EA Musewsxn 11. 12. 13. COMMENTS Flex Take-Off FROM __"] ES To. PRT oe tT time £0 © DX Gi) Nuwx 779 FROM Ideatifier Defined Ciy “FETEOBORO State ar Country Vv ‘ Jf. TO Identifier Defined cy Cues tAdm Beach State or Country Ea Zt Nautical Miles Statute Miles Gallons [FOC AIRFRAME Ponts £900 O7Y¥O 8 Flight Times A Altitude FL FL430 FTF or . Night / .O TAKE-OFF POWER Min Take-Off : IMC Be as Condition «Approach 54001592 PAGE @8 .

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 58 of 92 we cme eae - 65/28/2885 13:88 5614786553 JEGE OR HYPERION AIR PAGE 18 HYPERION AIR, INC. PASSENGER MANIFEST D. nerd Registration Number: NSO9JE Type: G-1159B Pilots: DeveRedgees, Larry Visoski pare: % -/a 205 FROM PBT vw a 757 Departure AM AM Trip Time z :RO GM) ale B: ob fm) Number } Lt ) PASSENGERS 1. Jeffrey Epstein FROM Identifier Defined 2. Sarah Kellen city és adm Beach 3. Llwpeen iV | USIN.SK -* State orCounty, 6 4. MAD MtecwsKave TO Identifier Defined city 3 FA amas State or Country f IAL ; 7 Nautical Miles G 25 8. statute Miles / Pod | 9 Gallons AeA OO _ AIRFRAME 10, Pounds e “As TY 3 a il. Flight Time o +OS of 12 Altitude FL FZ 970 I1FS a 13 TAKE-OFFPOWER = Night__ COMMENTS Flex Take-Off. TL _ of Min Take-Off. ss IMC Sus Condition Approach a een (cee A SA001593

85/20/2085 13:00 Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 59 of 92 5614786553 JEGE OR HYPERION AIR HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N909JE DATE: #£. ee 2005 Type: G-1159B m 7Eé8 sto LD tawraly Pilots: Pevekodgers, Larry Visoski pF Arrival ‘AM ) Trip Tie mee 7 BD time ff -S 8 pM Number PASSENGERS 1. Jeffrey Epstein 9. Ghislaine Maxwell 3. Seamh pelleny Tee a COMMENTS reenact tt AA FROM Identifier Defined City SEE A alo State or Country _ A TO Identifier Defined ~ City Z a BAS State or Country Be Pe lei ee Nautical Miles | Statute Miles Gallons oe 120 AIRFRAME Pounds / oss LIYE 7 Flight Time + Ab 6 Altitude FL EZ LL) 97S {3 3 TAKE-OFFPOWER Night Flex Take-Off TH Min Take-Off. _—=Sss«s IMC re Condition Approach S4001594 PAGE 86

“% 95/28/2805 13:80 bas Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 60 of 92 5614786553 JEGE OR HYPERION AIR PAGE 64 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: NSO9JE DATE: 4 a4 , 2005 Departure PASSENGERS 1. Jeffrey Epstein 2 3. 4 ANORGANA muctwSKA s VALO SOM COTRIN ~ « TAVIANA 7, MANUEA STOETTER Type: G-1159B room PRI Time @ 22 Ci) itty }o 286m) a Pilots: Dave Rodgers, Larry Visoski ro_ TEST 1173 FROM Identifier Defined city WEST Parr BcAcH State or Country FL TO Identifier Defined City ST. THOMAS State or Country W SVT Nautical Miles Statute Miles cations |GS° = AIRFRAME Pounds, 9 {OS 4 BS ( a rigtTim 2106 2. Altitude FL_ SAO q"l $3 oe Night 2 \ TAKE-OFF POWER ” natoore- (5 mm _|yt me _|.4 Approach Min Take-Off ___Condition op git ye ee cas sep ee da a §4001595

85/26/2685 13:88 Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 61 of 92 5614786553 JEGE OR HYPERION AIR HYPERION AIR, INC. PASSENGER MANIFEST Registration Number. NX9JE Type: G-11598 Pilots; Dave Rodgers, Larry Visoski rrom “7 £8 TO Fya2 DATE: ae 6, 2005 Devas yg BY RE 1X] GY) Nne_ 27S PASSENGERS 1. Jeffrey Epstein 2. Nadia Marcinkova 3. Seacet KEellsd/ s. AunncA Muss ka Lema COMMENTS FROM Identifier Defined City TEER 2 29 Net State or Country TO Identifier Defined Cty WEST aten Beats Stata of Country EF Lew . : Nautical Miles Statute Miles Gallons, OO AIRFRAME Pounds SZAL, GISZ S. 3 Flight Time wtle ot ; 3 Altitude FL FIO 975 F oa Night As? TAKE-OFF POWER Flex Take-Off ee TL _£¢A Min Take-Off. = UMC : Approach Condition PAGE 17

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 62 of 92 * 65/28/2885 -13:98 5614786553 JEGE OR HYPERION AIR PAGE 15 HYPERION AIR, INC. PASSENGER MANIFEST Registration Nunber: NIOSTE Type: G-1159B Pilots: Dave Rodgers, Larry Visoski DATE: Sun {© 2005 FROM PBL TO ré& , Time "uy .3Y hes i fo .57 eu) Number | 176 PASSENGERS 1. Jeffrey Epstein , FROM Identifier Defined 2. ead City \NEST PALK RE Pe ) 3 ae State or Country t CK . David Mullen TO Identifier Defined “De No GURNS City TATERGORS 6, State or Country Nr 7 Nautical Miles 8 Statute Miles 9 Gallons __\ DOD AIRFRAME Giga agape pounds 1 OSO_ 97S. 6 ul ae Flight Time “a +> 24 12 Altitude FL YS ae 6 2.0 13. __ TAKE-OFFPOWER = Nigbt___ COMMENTS eS ae | ae _ Min Take Of. = IMC ___ Condition Approach os ee Sel ee a s4001597

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 63 of 92 Pe (85/20/2805 13:86 5614786553 JEGE OR HYPERION AIR . PAGE 13 HYPERION AIR, INC. PASSENGER MANIFEST | @ILL HAMMawD Registration Number: N9O9JE Type: G-1159B Pilots: Dave Rodgers, QQ DATE: SM, 2005 FROM T EB TO PRI tae TS | Gy Time IO ND GRD Nee (DT PASSENGERS | |. Jeffrey Epstein FROM Identifier Defined 2. Sarah Kellen cy TETERB ORO xs AORLTANB MucrySKA State or Couatry NI 4. TO Identifier Defined 5 cy WESS PRL BEAK 6. State or Country FL 1. ‘Nautical Miles 8. Stanite Miles 9 | Getions_ (GOO AIRFRAME 10. Pounds 1 1B G62, oO Ut. Flight Time _2- 42.0 2. 3 12. _ Altitude EL U43d F164 oe 13. TAKE-OFF POWER Night COMMENTS Flex Take-Off _2=_ AS m 7 tl | Min TakeOf . ss IMC _ Condition = SCC Approach SA001598

The text on this page is estimated to be only 49.68% accurate

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 64 of 92 a — a ts ey TH a ee et | DATE; 3 eR ais FROM D , at Time _Yy et Be ro PBT To a Time Ol 32 QM) x Nabe 2779 PASSENGERS 1, Jeffrey Epstein : City AsGRS 3 Arveaua Maacinkerg LEST phim Bates) 4 Stare or Country a a 4. 6. | “—ZETER Bape 7. oo State or Country AT 3 a Nautical Miles 9. te Miles a Jo lons 22D Ce _ AIRFRAME eee omds FOIL HL. a PLES 2 RR A aE FI 12. ight Time eid he ot. 3 ttn en PI TAKE-OFFROWER ——_Nipht . Flex Take-Off . TIL / a Min Take-Off ie Condition a ' Se ee Ce SA001599

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 65 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: NXO9JE DATE: 45 sXF 205 Type: G-1159B FROM_ 7797. TO PBxr ; Pilots: Dave Rodgers, Larry Visoski Tie B37 Gu) tim Co :07 Ob Me 2980 PASSENGERS 1. Jeffrey Epstein 2. David Mullen 5 she etl 4. ARE Ass este 5. 6. COMMENTS FROM Identifier Defined City S7. Tham AS State or Country U.S.V aE. : TO Identifier Defined City EST. 3 SrtaHt State or Country FL. Nautical Miles G7 S Statute Miles //2/ Galloos / SOY AIRFRAME Pounds 1/087 G2770./ Flight Time 2 +hF AS Altiude FL Beton F7 De fb _ TAKE-OFF POWER Night ; Flex Take-Off : TAL / Min Take-Off . IMC * nantes Condition Approach §4.001600

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 66 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N9OQJE «Type: C-1159R Pilots: Dave Rodgers, Larry Visoski DATE: Gq. | 2005 FROM PB) ro 1EB nniepenmn memos 3) gael SCAR Te PASSENGERS 1. Jeffrey Epstein 2. Nadia Marcinkova 3. AD RLAaNp MuUctNSKA 3 ee ee ae re ee 17 8\ FROM Identifier Defined City West (A LMA Rerc Bb State or Country E L TO Identifier Defined cy TATER Boro State or Country N a Nautical Miles Statute Miles Gallons | [G00 AIRFRAME Pounds O 4")0 QI on. Flight Tine 2- +14 23> titer, ASO 4714 | TAKE-OFF POWER Night Flex Takeo 2= AS HA MinTake Off. CIM, 3 Condition Approach SA001601

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 67 of 92 HYPERION AIR, INC. PASSENGER MANIFEST _ Registration Number: NOOSJE Type: G-1159B Bde Kawmed) Pilots: DaveRedgers, Larry Visoski ND ATE: 6 _-/8 25 rom TéE8 To. PAT en 27 Ey as@U. o92 A SSENGERS Jeffrey Epstein Sarah Kellen FROM Identifier Defined Cy “J ETERBeRo State or Country AS, oe, TO Identifier Defined City _ evr Pa bon Bemackt State or Country F. ra Nautical Miles Statute Miles Gallous_ LOO AIRFRAME. Poms PESKY GF OASG Flight Time 22 flo AGS Alinde FL_ ALY 20 F277 2 TAKE-OFF POWER Night, Flex Take-Off TL / ene ctmhentees teenie Min Take-Off. ss IMC "nerter tater, Condition Approach SA001602 fe eae noe,

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 68 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registtation Number: N9O9JE DATE: _€ _-20), 2005 Departure : Arriva] a 29 eu) Time PASSENGERS 1. Jeffrey Epstein 2. 10. 1, 12. 13. COMMENTS Type: G-1159B FROM PBX TO TE23 Pilots: Dave Rodgers, Larry Visoski FROM Identifier Defined City iI Pal Samet, State or Country 2. TO Identifier Defined City_ “7 ET eR byte) State or Country AS 2s ) Nautical Miles Statute Miles Gallons J SOO AIRFRAME pounds 9S S7 9722. a Flight Time_ et +/5_ a an Altitude FL_ELYIO F 7279 i TAKE-OFF POWER _Night : Flex Take-Off f T/L / Min Take-Off r IMC : Condition Approach | SA001603

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 69 of 92 HYPERION AIR, ING. PASSENGER MANIFEST Repistration Number: NO09JE Type: G-1159B Pilots: Dave Rodgers, Larry Visoski DATE: G&G. 30, 2005 += FROM TES TO PRT | mm" 1. SOgh lo ot oh me. (7186 PASSENGERS 1. Jeffrey Epstein . FROM Identifier Defined Serer KELLEN 5 TererBoRo 7 3, PANE BURNS State ot Country NIT 4. Fe MALS TO Identifier Defined 6. State or Country GC L Tate Nautical Miles Soo 8 Statute Miles JOS 9. | Gators \YOO AIRFRAME 10. roms BBO2 AILS _ It. Flight Time 2 +11 2.2 12, Altitude FL “(1 68 7 1B. TAKE-OFFPOWER Nieht__| 2a COMMENTS FlexTakeof =. oH es |] MoTkeor ss samc _|.O Condition Approach SA001604

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 70 of 92 HYPERION AIR, INC PASSENGER MANIFEST Registration Number: NOOOJE ‘Type: G-1159B | Jo. Pilots: Dave Rodgers, Larry Visoski — | DATE: wats _Ss, 2005 FROM Pz ZZ | 0 WELT age ey oe Nbte_ _ J DPF . PASSENGERS 1, Jeffrey Epstein 2. Sarah Kellen 3, Eas. i 4, f ate s. f male 7. 8. 9. 10. il. 12. 13. COMMENTS i City ASEnS of EW i oie a | TOlldentifier Pefined City 7 ATE BORG State or Counti Pf x dL Nautical Miles Poly i TAKE-OFF PQWER _Night Flex'Take-Of | _ TAL / Min Take-off |. IMC Condition ad Approach $A001605

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 71 of 92 -HYPERION AIR, INC PASSENGER MANIFEE .? Registration Number: NOOSJE Type: G-1159B . : DATE: 27 AS, 20s rom 7EG | ro _ Per Te LO :07 & 1 sm 219 Pm ve_{79O PASSENGERS 1. Jeffrey Epstein | From ide or Defined City T&T EL IO KD TO 1deti Defined City _ Ze en's AL dx EXE. Nati Miley FOO Sas Ma | Lo Gallons 2. 40 AIRFRAME wns ASLO G79P. 7 ae hist) a A Altitude FL_4 Z OUOO 3 12. 13. TAKE-OFF H OWER Nicht Qh a COMMENTS Fle: Take-Off] . = TL _/ Uf Mid Tate Om ___. IMC z Condit ition Approach SA001606

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 72 of 92 HYPERION AIR, INC PASSENGER MANIFEST Registration Number. N909JE Type: G-1159B DATE: JF - /G ,2005 ida Ss :-o3 eS Arrival PASSENGERS 1. Jeffrey~Bpatain 2. Davidivttllen 3. PARINTE MANCE 4, 5. 6. 10. il. 12. 13. COMMENTS Bell Hammond Pilgts: DaveRudgérs, Larry Visoski 1 a i i U i Ss l FROM PB\ iAM_ ‘Trip PM Number (7 9/ ———————y Time S$: 40 i Cd FROM Identifier Defined City rv Stabe or Court F ct . To Identifier|Defined i City é rele State or Count ru Naitical Mited 2S Statute Miles | > 0 AIRFRAME Gallons 02 Ponds / 9 2 J ’ Flight Time +Ole “ Altitude FL ae TAKE-OFF POWER Night Be Flex Teke-Off| = TL _ty] MinTake-of| = «IMC __, Conilition Approach _{ SA001607

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 73 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: NO9JE Type: G-1159B Pilgts: Dave Rodgers, Larry Visoski pave 0 18 ams um PBY | 1E6 tine | 49 Ge te 4 AS a PASSENGERS 1. Jeffrey Epstein 2. SARA Ke LLEN 4, ~ ON ww » 742 FRDM Identifier Defined cy WEST PALM RBeAcH State or Count f L TO: Identifier Defined ciy TENERB ORO State o ountrh No Nautical Miles 700 Statite Miles oO Gallpis yoo AIRFRAME Poubds_© a0 9 B40 4 Filgie Time A +2.6 ee. Atle FL So {so2_ 9 TAKE-OFF P DWER Night FlexiTakeor IS oa / Min Take-off |. IMC > Condition Approach -L> SA001608

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 74 of 92 HYPERION AIR, INC. PASSENGER MANIFEST GILL HAMMOND Registration Number: NOO9JE Type: G-1159B Pilbts: Dave Rodgers, (RD pare: “| _- 2=2005 FROM (és 7 1d PBT pee \I. easy re AL .2 fp Nuknber 17] GS i i _ PASSENGERS .. ¢ 1, Jeffrey Epstein FROM Identhiic Defined 2 SARAK KELLEN cy TETERGORO 3. DENPs_ BoRN State or County ___ NT 4, TPIYLAN B TO dentine Defined 5 6. ‘ ; : Stabe or Co mls EL 7. Naitical Miled_ FOO 8. | Statute Miles 6 S 9. Gations__ (OO AIRFRAME 10. Posinds Go) 4804 oO Il. Flight ‘Time a AS 223 12. delete 4 so A607 | _ 13. . TAKE-OFF HOWER Nigt 2.35 COMMENTS Flet Take Of 218 m l,l | Min Take Of _ _me_[.] Coridition Approach SA001609

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 75 of 92 HYPERION AIR, INC. PASSENGER MANIFEST | BILL HAMM ow _ Registration Namber: NSO9JE ss Type: G-1159B Pildts: Dave Rodgers, ee OSs, FROM PBL : a TES. tae SOF Gia) Tine m1 aes Be ADAG PASSENGERS : | 1. Jeffrey Epstein FROM ident} Defined ; 2 SARA KELLEN cy west eau BceAcK 4 VATLANA . | ce Defined ets : cis TEN ESR BORD 6. Stale or Co nt Nx a ee ee Nattical Mited OO cee ee Staite Mikes | OBS og | Gallors_ \SJOO _ AIRFRAME 10. Pounds qose 4907 |: it. Flight Time 4 +24 ee 12. Altiude FL ASO F@09 Ss 13. TAKE-OFF ROWER Night oe COMMENTS . Fes Teoria AS m 7; Miny Take-Off ____ IMC oe Condition _ Approach §A001610

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 76 of 92 HYPERION AIR, INC. PASSENGER MANIFEST | Registration Number: N909JE Type: G-1159B el Pilpts: Dave Rodgers, Larry Visoski Barnes B .1B ames mM C ,°CT es \ \. ew me BAAD Reine \GROCR PASSENGERS 1. Jeffrey Epstein 2, ADRTONA .MLCTNS{Kh 3 MR. MUCLNSKA MRS. MUCENSKA PRORIBNA'S SESTER 5 s_MPAOTP_tAPrRCIN Koves 7. g, 9. | eR eke a Te Il. 12. GB gsc Seta cp ed rlcs COMMENTS FROM Identifier Defined " Stare or Courfa _ NG TO Identifier Defined cty INGST PALM BEA Stat or Comp Fu Nautical Mads Goo Statute Miles CA. Gators | HOO AIRFRAME pons THOS ABM Oo right Time |2. +O at Altitude FL |QSO 98295 | TAKE-OFF |POWER Night ee Flex TakeOf 4. TL Min Take-Off. CIMC . Condition Approach SAO001611

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 77 of 92 HYPERION AIR, ING PASSENGER MANIFEST PEE bel wn em Re " Registration Number: NOONE ‘Type: G-1159B Pilbts: Sey iad DATE: @- 2 2,205 rrom “°“a + ( PRI pe» sg Oy SES" 20g Bb Me BOF PASSENGERS 1. Jeaeep-Bpatein FROM Identifier Defined 2. David Millen : City_ Zaha me Anes, 3. State or Coury ~& £. 4. TO Identifjet Defined 5. City_ {Ame gr) fi 6. State or Count f= & . 7. Nautical Mikes Md &. Statute Miles YA 9. Gallons fa 7 § AIRFRAME 10. Pomds AWO ee Il. FlightTime | O+@"F 12 Altitude FL |2 Sow ae 2. rz 13. ' ‘TAKE-OFF POWER Night. COMMENTS FlexTakkeOf . TLC “7 kA EnG MinTakeOff . = = =IMC __. Condition Approach e SA001612

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 78 of 92 HYPERION AIR, INC PASSENGER MANIFEST Registration Number: N909JE Type: G-1159B Pilits: Dave Rodgers, Larry Visoski # “wn DATE: _{ -5.2005 FROM PBF ( [£8 . Departure AN Arrival j p Time tim Co: JG Gxt) Nf ROL PASSENGERS 1. Jefirey Epstein FROM Ideg #fler Defined 2. , Cras City S a2 Pe 3. State or Counh FL 4. TO Identified Defined = Ciy PETER BOLO 6. State or Counp AS. J. 7. Nantical Mile} S oO _ : — 8. Statute Miles i 9. Gallons OC) AIRFRAME 10. Pounds G > SEAS. wh 11. Flight Time _¢ = fa 3 12. : Altimde FL # VE 2/. S 13. TAKE-OFF POWER Night COMMENTS © Flex Take Of Oe TL ff Min Take-Off} IMC Condition Approach SA001613

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 79 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number. consis Type: G-11598 Pilots: Dave Redgers, Larry Visoski DATE: B27 ams FROM LTSsv ; TO { 5 L. Pan 3 4BGY AG lo AD Re IBI) PASSENGERS 1 FROM Identifier Defined 2 city ST. THOMAS ae 3. State or Country OS VL 4, TO Identifier Defined 5. ciy WEST PALM BEACH 6. State or Country ‘ F L 7. Nautical Miles &. Statute Miles Gatlons | 300 AIRFRAME Pounds (934 Q R36 , + Flight Time 2 +2 2. as Altimae FL3 SO | 48568 8 TAKE-OFF POWER Night Flex Takeor 2-.\S mm — / WENV SAAD BEB Repos Min Take-Off. IMC Condition SCs Approach SA001614

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 80 of 92 “99/14/2005 14:16 FAX Zoos x HYPERION AIR, INC. PASSENGER MANIFEST , Bu ff Te excrete Registration Number: NOOWE Type: G-L159B Pilots: DaVerRedgers, Larry Visoski pare: Y -.Z& ,205 ‘rom _“4/ - po TST Departore ge AM Arrival Trip Time oS: /36€9 Time 7.3.66 Number /S'7 2. PASSENGERS : 1. Jefirey-Epstein FROM Identifier Defined 2. Ma A SSE MY ETD Ciy plese ego Bene ae State or Country 42. 4. TO Identifier Defined . 5. . City Sr f A omen rea . 6. State or Country & St i 7. Nautical Miles TES a eee Ene eee ate StatuteMils / 333 9, : Gallons £459 AIRFRAME moons PBB PLE 11. Flight Time Z2+25. ZY oe AltitudeFL “77 O OE ¥ 1} a 13. | - TAKE-OFFPOWER Nigitt_ /-O COMMENTS Flex Take-Off___. Mm tit Min Take-Off. IMC ft Condition Approach } SA001615

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 81 of 92 09/74/2005 14:16 FAX _ Moos HYPERION AIR, INC. ~, PASSENGER MANIFEST . Registration Number: NOME Type: G-11598 eee MU Hiren em arse pave: 9 - 3 205 srom_ TVUST ro KPAD ra" 1.43 & Time 2: J2QM) Numer __#QV3 PASSENGERS . ; 1. Jeffrey Epstein "FROM Identifier Defined : 2 PaAviID Me led Cy ST THemws | 3. PPR 1 pp PUG PASE StateorCounty YVSW - : % a_ PD, wP2 WS TO Identifier Defined . pe 5. fs City WEST” 13 ek 6. TAY Awe | State or Counry_ J & 7 Nanticol Mis 9 BS | a ae, - Sartemies f//3 2 9, ‘ Gatons_ f S00 AIRFRAME 10. Pounds PY 2 11. FlightTime 2+22 BY 12, . atineor. Y3Q F893. G_ 13. TAKE-OFFPOWER = Night, COMMENTS Flex Take Of. TL Ai f a ea ee MinTa&keoff IMC, Condition Approach SA001616

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 82 of 92 "\ 99/14/2005 14:16 FAX fioo4 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: NOOQJE ‘Type: G-11595 DATE: ufo Ae. 2005 tee 3 SD OD Time PASSENGERS 1. Jeffrey Epstein 2. 3. Bve AS 4, Mot rest pd PACTS RA 5, Female 6. 7. 8. 9. 10. iL. "12, 1. ’ COMIMIENTS Pilots: State or Comtry F ¢.. — TO Identifier Defined Gy FT erereBeeo State or Country “3 Nautical Mites ss PSY Statute Miles (°977 Galloos / YZ,.5 AMERAME Pounds S977 e438, & Flight Time 24 40 2. 2. . “AltimdeFL YO _ 1475.2 So TAKE-OFF POWER Night Flex Take-Off TL fit Min Take-Off . IMC ; Condition SC Approach SA001617 Bill Hammond, Pa vd. Kv Pceveh

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 83 of 92 * 9971472005 14:16 FAX » 4 _ ‘Boos A HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N9097E Type: G-11598 Pilots: DaverRortgers, Larry Visoski pate: 9 - Y 2005 FROM _T € to 17 f3 1 Departure . AM — Amtival M) trip | “Tine (0:00 Gs Time £2.22 OP me 1£ 75 PASSENGERS 1. Jeffrey Epstein . FROM Identifier Defined 2M ‘a DP mvilovA Ciy, [ tr €rmeoen 3, Ae eiad nA vVLINSRA State orCoumny ss S 4. TO Ydentifier Defined . 7S cy West Pa/m jrened 6. | State or Country _§ #72 1. | Nautical Mies 1 O 2” 9. Gatirs | J SO AIRFRAME “Ponts PSGO 9eYS Flight Time 2 +27. 23 ‘12. | a - AlitedeRL_ YS 72 TS f ' TAKE-OFPOWER = Night 2.9 “COMMENTS FlexTakeOR TL Min Take-Off IMC g et cn Condition Approach SA001618

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 84 of 92 * . t 99714/2005 14:16 FAX doz = | HYPERION.AIR, INC. PASSENGER MANIFEST Registration Number: N909JE Type: G-1159B Pilots: Dave Radgers, Larry Visoski pate: | -{{_.200s yrom PDL ro. JST. Time "ah 06 fs Tm. FH 30 Gi) Nouber LS Le PASSENGERS 1. Jeffrey Epstein : : _- FROM Identifier Defined » Aphetamsrt Muska City Palen (FEA 3. MAD Mater , State or Country FL * ~ Pca t TO Identifier Defined >: 5, city S77 +h aor = 6. a = State or Coumtry US Vt 7. . Nautical Miles 9' P'S 8 | a Stamte Mites /OZA | 10. + Pounds PS BR GEYE S/S 11. ! Flight Time? 403 AS . cv “pliner, RLYSO FPP 50.4 __ 3. TAKE-OFE POWER Night COMMENTS Flex Take Of. = TL MinTakeOf IMG Condition Approach f~ s4001619

The text on this page is estimated to be only 49.91% accurate

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 85 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Nusnber: N90SJE Type: G-1}59H Bill Hammond Saas Pilots: Deve Rodgers, Larry Visoski pare: JF -P_.2005 FROM feb ~ PASSENGERS I. Jeffrey Epstein ee Te 4, _| Female __—_— MADIA [Arteria 7. eye emenee eer & ie ee Oe 10. Sa ae oe eee a M2, i Voice eet onic pa ad COMMENTS : { Trip , | wil _ (2az— canton et By BY ff ZR Ni FROM Identifier Defined city 7EfERB oO ___ State or Country nF Some tt TO Identifier Defined city MEST Fala (sench State or Country a “pcets Niles. JO 2S actos Statute Nl Toa Gations HS QQ. AIRFRAME Pounds J LS 3 Pell F. Flight Timegot_ + Lh Ate Altitude FL_ /--7ASA 7 ¥ 6 9 ie TAKE-OFFPOWER —Night_ol. Flex Take-Off = YL —-! f Min Take-Off : IMC Condition Approach ne retreatment ae SA4.001620

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 86 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N9@3JE Type: G-1159B pate: {9 - 9 , 2005 FROM Deparnure * Arrival AM Tim _ ¢¢: o/b Time Z tt Gy Number PASSENGERS 1, Jeffrey Epstein . 2. ASAIN 712.52 Als S72 3. yor’ By £as : COMMENTS fal. Bill Hammond Pilots: Dave-Madgers, Larry Visosii TO TEE Trip FROM Identifier Defined City ten Pave Brac A State or Country & : TO Identifier Defined Cy Jer catorey Saeea ats Navtical Miles OO 2.57 Satute Miles LL 7 Gallons / 0 AIRFRAME Pounds PS49 / Flight Time 7. +29 ZS aking, YSD 7271.6 TAKE-OFF POWER Night : T/L fil Min Take-Off j IMC Flex Take-Off & Condition Approach SA001621

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 87 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Number: N9OSTE DATE; /Q.- G_, 2005 Type: G-1159B Bill Haesond _ Pilots: Dmedhedgens, Larry Visoski 2 mom_ 7a B _ ro_M/4 Dezarmre yn) GP tae 1 FRG) Ne _{ P29 PASSENGERS 1. iL. 12. 13, COMMENTS FROM Identifier Defined ciy_ FEY EGE BOLO ___ gtate or Comey sf TO Identifier Defined cy AAsiAMr Stateor Country.» fa, Nautical Miles PS stamemices JOGA Gatkas / 720 ADRYRAME Pounds ODI QP! G Fit Time +b a. 5 Atinde rt FLYSO PE 7% 1 TAKE-OFF POWER Night Flex Take-Off TL MinTakeOff” . WC _. Condition Approach sA001622

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 88 of 92 HYPERION AIR, INC. PASSENGER MANIFEST Registration Nuonber: NOOSE Type: G+1159B Bill Hammond Pilots: Devedledgens, Larry Vicoski pate: /D_- & ,2005 FROM MiA____ 0 PDD ore, ae DB i Te SLD 20 Oi Nuve__ (P30 PASSENGERS 1, Jeffrey Epstein 11. 12. 13. " COMMENTS Suteor Coury (AS Nantical Mites Good stame Miles / (Ole Gallors_/ SOQ) _ AIRFRAME rane ILD PRT. | - Altitude FL_2ZZOY) Ti 2b b TAKE-OFF POWER —Night__o © Flex TakesO CTH Min Take-Off™ IMC Condition Approach $A001623

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 89 of 92

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 90 of 92 Airport Codes CODE CITY | US INT’L ABQ Albuquerque, New Mexico V ABY Albany, New York V ACY Atlantic City, NJ V | ADS | Addison, Texas V AEG Aek Godang, Indonesia Vv APF Naples, FL | V | ASE Aspen, CO Vv | BED Bedford, MA V L BGD BorgerTX V L BGR | Bangor, Maine V BKL | Cleveland, Ohio V BOS Boston, MA i V CHO Charlottesville, VA v CMH | Columbus, Ohio V | CPS | Cahokia- St. Louis, Illinois V | CYQX Gander, Canada L V CYST Stephenville, Canada Vv CYUL Montreal, Canada V DCA Washington, D.C. V DFW Dallas Fort Worth, TX | V DGAA Accra, Ghana V DNAA Abuja, Nigeria V EBBR Brussels, Belgium V EGAA Belfast, United Kingdom | | Vv EGBB Birmingham, UK V EGGW London V EGSH Norwich, UK v EGYM Mahram, UK V EINN Shannon, Ireland V EKCH | Copenhagen, Denmark V ENGM | Oslo, Norway V | ESSA Stockholm, Sweden [ Vo EWR Newark, NJ v | FACT | Cape Town, South Africa V FAJS FDK Frederick, Maryland V | FLL Fort Lauderdale, FL V FMY | Fort Myers, FL | V FQMA Maputo, Mozambique V FSM Fort Smith, AR | v FXE Fort Lauderdale, FL V GAI Gaithersburg, MD ¥

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 91 of 92 GENN GMFF | Fes, Morocco V GMMX Marrakech, Morocco V GMTT Tangier, Morocco , 4 GNV Gainesville, FL | V GRL Garassa, Papua New Guinea V GVAL | Springvale, Australia | V HPN White Plains, NY V /HRYR Kigali, Rwanda V HST | Homestead, FL V HVN New Haven, Connecticut V IMS | ISM Kissimmee, FL V ISP Islip Long Island, NY | V JAN Jackson, MS V L JAX Jacksonville, FL \ JFK New York, NY V LAL Lakeland, FL fo | LAS Las Vegas, Nevada | Vv LCO Lake City, FL | v LEBB Bilbao, Spain V LEMO Moron Air Base, Spain V LEPA Palma de Mallorca, Spain V LFMN Nice, France 2 LFPB Paris, France | V LFTH L LGA La Guardia, New York | V LGB Long Beach — Daugherty, CA | V LIEO | Olbia, Italy | V LIML Milan, Italy y LIPR Rimini, Italy [ [4 LIT Little Rock, AR | \ LKPR | Prague, Czech Republic | ¥ LNA West Palm Beach, FL v LPAZ Santa Maria, Vila do Porto, Portugal v LSJ Long Island, Papua New Guinea L V | MCO Orlando, FL | Vv | MDPC Punta Cana, Dominican Republic V MDPP | Puerto Plata, Dominican Republic V MDW Chicago Midway, Illinois V | MFA Mafia Island, Pwani Tanzania V MGM Montgomery, AL MIA Miami, FL | V MIV Millville, NJ Vv MPPV |

Case 1:15-cv-07433-LAP Document 21-3 Filed 12/10/15 Page 92 of 92 MRY Monterey Peninsula, CA V MIN | Glenn Martin, Baltimore, MD V MVY Martha’s Vinyard Vv MYEF George Town, Bahamas MYNN Nassau, Bahamas V OMDB Dubai, United Emirates V OPF Opa Locka, FL V OQU | PANC Anchorage, Alaska Vv PBI West Palm Beach, FL V PDK Atlanta, Georgia Vv | PHX Phoenix, Arizona V | PMP Pimaga, New Guinea | V RJTA Atsugi Naval Air Facility, Japan \ RSW Fort Myers, FL V SAF Santa Fe, NM v SAN | San Diego, California V SBA Santa Barbara, CA vf SBGR Sao Paulo, Brazil I V SEGU Simon Bolivar Int’! airport in Vv Guayaquil, Ecuador SFO San Francisco, CA V SJE Saint John Island, US Virgin Islands V SUA Stuart, FL V SWF | Shantou, China Vv TEB Teterboro, NJ V TIST US Virgin Islands V | TNCM Saint Martin {__v TOPF The Valley, Anguilla (Puerto Rico) V ULLI St. Petersburg, Russia V | UNNT Novosibirsk, Russia V | UUWW ~| Moscow, Russia v | VCBI Colombo, Sri Lanka [ Vv VHHH Khabarovsk, Russia J (UHHH) VNY Van Nuys, Los Angeles V | VTIBD Bangkok, Thailand V WBSB Bandar Seri Begawan, Brunei Vv WRRR WSSS | Singapore [ V ZBAA Beijing, China Vo ZGSZ Shenzhen, China V ZORRO Santa Fe Ranch v ZUUU Chengdu, China V

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 1 of 14 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. REPLY MEMORANDUM OF LAW IN SUPPORT OF DEFENDANT’S MOTION FOR A STAY OF DISCOVERY Laura A. Menninger HADDON, MORGAN AND FOREMAN, P.C. 150 East 10th Avenue Denver, CO 80203 303.831.7364

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 2 of 14 Table of Contents PAS CGI sicesvsitseviesiitvaniaveateay eccubwey tes ettvestexsylocuneas ney aedonc tetsw Gis ovaceute cdausteinedexadwautuediecreeladees 2 I. The Motion to Dismiss is Dispositive and Well Founded In Law..................... 2 II. Discovery in This Case Will be Extremely Costly and Burdensome................ 4 Ill. Plaintiff Cannot Establish Substantial Prejudice .......... eee eeeceeeeeeceeneeeeeneeeees 6 IV. Plaintiff's “Background” Section Should Be Disregarded .............eeeeeeneenee 2 CCOTICLIMISIIOIN "scescncnetectetuctncneanntanssattanewansvacaeducas annem eta cvaaiaaaraeresacs narageeusaneiacananeceaentncwaee 10

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 3 of 14 Contrary to Plaintiffs assertions, this is not a “simple defamation case.” Rather, under the guise of a single claim for defamation, Plaintiff clearly seeks to litigate her false and malicious accusations of sexual abuse against Ms. Maxwell. For years, Ms. Maxwell has suffered Plaintiff's unabated and unfiltered character attacks in both the media and in thinlyveiled press releases masquerading as legal pleadings. Now, Ms. Maxwell has moved to dismiss the Complaint with the hopes of ending further dissemination of Plaintiff's decades-old sordid allegations characterized by another court as “lurid,” “immaterial and impertinent.” Given these circumstances, Ms. Maxwell has amply demonstrated good cause to stay discovery pending resolution of her Motion to Dismiss. First, the Motion to Dismiss presents multiple, independent bases upon which this Court may dismiss the Complaint pursuant to Rule 12(b)(6). Each basis for dismissal is legally well-founded and, with respect to the two independent privileges, challenges the Complaint on matters of law rather than sufficiency of the pleadings. Assuming either privilege applies, any amendment to the Complaint would be futile. Second, in her Opposition to Defendant’s Motion to Stay (“Opposition” or “Pl’s Opp’n’”) as well as in her discovery requests, Plaintiff essentially concedes the breadth of potential discovery. Any self-serving characterization of her own discovery requests as “narrowly tailored” is disingenuous as even a cursory review can attest. The Opposition alone references dozens of potential witnesses, many of whom reside abroad, and purported “mountain[s] of evidence” spanning over sixteen years. Third, the length of the stay sought is negligible. Fourth, Plaintiff has not demonstrated any unfair prejudice she will suffer as a result of the stay; given the 6 years she has already been litigating the same underlying allegations against others, Plaintiff and her various attorneys already possess substantially more documents concerning this case than does

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 4 of 14 Ms. Maxwell who has never been a party previously regarding any of Plaintiff's frivolous claims. Finally but no less importantly, Ms. Maxwell takes issue with the nature of Plaintiff's Opposition. Instead of addressing factors relevant to a stay determination, Plaintiff improperly (1) added new allegations not included or referenced in the Complaint; (2) referenced documents and evidence not properly considered on a Motion to Dismiss; and (3) effectively extended the number of pages allowed in this District in response to a motion to dismiss. Rule 2(D) of this Court’s Individual Rules of Practice expressly limits memoranda of law in support of and opposition to substantive motions to 25 pages. Because this Opposition actually represents a substantive response to the Motion to Dismiss, Plaintiff should not be afforded an additional 25 pages for essentially a second bite at the Motion to Dismiss apple. ARGUMENT I. The Motion to Dismiss is Dispositive and Well Founded In Law Good cause for a stay does not require a showing that Plaintiff’s claim is definitely unmeritorious or that this Court will grant the Motion to Dismiss. Rather, Ms. Maxwell must demonstrate that the Motion to Dismiss is “potentially dispositive and appears to be not unfounded in the law.” Negrete and Negrete v. Citibank, N.A., 15 CIV. 7250 (RWS), 2015 WL 8207466, at * 3 (S.D.N.Y. Dec. 4, 2015) (JJ. Sweet). Ms. Maxwell has more than met this burden. The Motion to Dismiss challenges the Complaint on multiple grounds, each affording a substantial basis for dismissal. First, the self-defense privilege is well founded in law and not defeated by Plaintiff's conclusory allegations of intent. See Mot. to Dism. at 8-13. Kane v. Orange Cnty. Publ’n, 232

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 5 of 14 A.D.2d 526, 527 (2d Dept. 1996), illustrates this point. In that case, the appellate court found the qualified privilege barred a defamation claim premised upon the defendant’s open letter to a newspaper responding to unfavorable publicity against him -- “publicity concededly generated with the cooperation of plaintiffs” -- despite that plaintiff’s claims that the letter “contained numerous untruths, misrepresentations, and misstatements of fact, known to be false and misleading by defendant.” Id. at 526' (emphasis added). This Complaint is similarly premised on Ms. Maxwell’s response to Plaintiff's direct attacks in the media against her character. Plaintiff ignores the well-settled law that bare allegations of malice are insufficient to defeat the self-defense privilege. Compare P|’s Opp’n at 8 (“This allegation alone defeats the application of privilege.”) with Mot. to Dism. at 12 (quoting Biro v. Conde Nast, 883 F.Supp.2d 441, 457 (S.D.N.Y. 2012) (“Bare allegations that the defendant knew or should have known that the statements were false is insufficient.”).” Second, the pre-litigation privilege provides an independent and substantial basis for dismissal of the Complaint. In opposition, Plaintiff argues that one of the statements was issued in London by Ms. Maxwell’s press agent—a non-lawyer. Pl’s Opp’n at 10. New York courts repeatedly apply the pre-litigation privilege to statements made by the “parties, counsel, witnesses, and the court.” Int’] Pub. Concepts, LLC v. Locatelli, 9 N.Y.S.3d 593, Slip Op. 50049 at *3-4 (emphasis added). Of course, if Plaintiff is taking the position that Mr. Gow was not speaking for Ms. Maxwell, such would provide an additional reason for dismissal of the ' As Plaintiff recognizes, the court in Kane ultimately did not reach the question of malice, finding no need given the “open letter” was a privileged response to the unfavorable publicity, as is the case here, and therefore was not defamatory. Jd. * Plaintiff also flagrantly ignores the federal case law providing that qualified privilege is properly considered at the motion to dismiss stage. See Mot. to Dism. at 8 (to establish a proper claim for defamation, plaintiff must demonstrate that defendant “lack[ed] a privilege’’).

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 6 of 14 Complaint. Otherwise, a communication by a party’s agent typically is treated as a communication by the party itself. See In re Copper Market Antitrust Litig., 200 F.R.D. 213 (S.D.N.Y. 2001) (company’s public relations agent “can fairly be equated” with the company for the purpose of analyzing the availability of the attorney-client privilege to protect communications). Further, Plaintiff misstates the law when she claims to defeat the privilege through her naked assertion that the intent of the statements were “to bully, harass and intimidate the Defendant” Pl’s Opp’n at 9. Indeed, the Khalil court specifically declined to adopt any such element equivalent to spite or malice, instead applying the pre-litigation privilege to any statement made pertinent to “pending or contemplated litigation.” Front, Inc. v. Khalil, 24 N.Y.3d 713, 720 (2015); see also Int’l Pub. Concepts, Slip Op. 50049 at *3-4. Ms. Maxwell respectfully refers the Court to the Motion to Dismiss in which she details that her January 3 Statement specifically “reserve[d] her right to seek redress at the repetition of such claims.” Mot. to Dism. at 15. Third, the Motion to Dismiss raises three potentially fatal pleading deficiencies in the Complaint. For each pleading deficiency, Ms. Maxwell cites to binding and persuasive authority (including several cases decided by this Court) that require dismissal of defamation claims which fail to adequately plead the “to whom, where or in what manner” any such statements were made, as well as the need for special damages. See Mot. to Dism. at 17-23; e.g., Cruz v. Marchetto, No. 11 Civ. 8378, 2012 WL 4513484, at *4 (S.D.N.Y. 2012) (dismissing defamation claim for failure to meet the pleading standards set forth in Fed. R. Civ. P. 8). II. Discovery in This Case Will Be Extremely Costly and Burdensome Not a single aspect of Plaintiffs discovery requests have been “narrowly tailored” to the heart of this action: the circumstances surrounding any allegedly defamatory statements.

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 7 of 14 Instead, as is apparent from the new and increasingly outlandish allegations raised in opposition, Plaintiff clearly intends a “kitchen sink” approach to discovery. In a case such as this that encompasses allegations dating back over sixteen (16) years and involves hundreds of individuals living in various countries, the costs and burden of discovery will be extremely high. When facing such “mountains” of discovery, courts routinely grant a motion to stay pending the outcome of a dispositive motion.* Johnson v. N.Y.U. Sch. Of Educ. 205 F.R.D. 433 (S.D.N.Y. 2002) (granting stay of discovery to obviate burdensome discovery including extensive interrogatories that “ask[] for information covering a span of more than five years”); Am. Booksellers Assoc. v. Houghton Mifflin Co., Inc., 94 CIV. 8566 (JFK), 1995 WL 72376 (S.D.N.Y. Feb. 22, 1995) (“The discovery sought by plaintiffs is very broad and to require defendants to respond to it at this juncture...would be extremely burdensome.”’). Emblematic of Plaintiff's mischaracterization of the breadth of discovery in this case is her claim that she served thirty (30) discovery requests when in fact she served thirty nine (39). Mot. for Stay, Ex. A. In the Motion to Stay, Ms. Maxwell referenced four glaring examples of Plaintiffs so-called “narrowly tailored” discovery requests. The rest are no more “narrowly tailored”; other examples include: e All documents identifying passengers, manifests, or flight plans for any helicopter or plane ever owned or controlled by your or Jeffrey Epstein or any associated entity from 1999 — present. (No. 9) e All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999-present, including payments for work performed, gifts, : Interestingly, Plaintiff claims there exists a “voluminous number of decisions denying stay requests in contexts analogous to this case” yet cites two cases—both from 1985— that are anything but analogous to this case. See Howard v. Galesi, 107 F.R.D. 348, 350 (S.D.N.Y. 1985) (noting that discovery requests were not served on the moving party, the moving party did not argue that document requests were burdensome or overreaching, and the party to which the discovery requests were served did not object); Waltzer v. Conner, No. 83 CIV 8806 (SWK), 1985 WL 2522, at *2 (S.D.N.Y. Sept. 12, 1985) (denying motion to stay where moving party made only conclusory statements to establish good cause).

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 8 of 14 real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar project. (No. 10) e All documents reflecting communications you have had with Bill or Hillary Clinton (or persons acting on their behalf), including all communications regarding your attendance at Chelsea Clinton’s wedding ceremony in 2010. (No. 37) e All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands. (No. 39). Mot. for Stay, Ex. A. Plaintiff claims that this Court’s decision in Spinelli is inapposite. Pl’s Opp’n. at 17. Ina sense, she is correct: the potential discovery in Spinelli pales in comparison to the anticipated discovery here. Spinelli v. Nat’! Football League, No. 13 CIV. 7398 (RWS), 2015 WL 7302266, at *2 (S.D.N.Y. Nov. 17, 2015). This case involves 94 potential witnesses, many of whom live abroad, and decades-old factual allegations that purportedly involve the Clintons, members of the British Royal Family, an esteemed Harvard Law Professor, flight manifests, helicopter lessons, Victoria Secret models, and so on. This is not a “simple defamation claim.” Til. Plaintiff Cannot Establish Substantial Prejudice Plaintiff presents a two-pronged complaint of prejudice: one, Plaintiff claims that a stay of discovery “indefinitely” will “run out the clock” on Plaintiff's discovery requests (Pl’s Opp’n at 18); and two, memories of potential witnesses are bound to fade and evidence may grow stale during the pendency of the Motion to Dismiss. (/d. at 19). Both positions are frivolous, not supported by specific evidence, and incorrect. To be clear, Ms. Maxwell seeks a stay of discovery for only the definite period of time it takes this Court to decide the Motion to Dismiss. Briefing will be complete by December 28, 2015, and oral argument is scheduled for January 14, 2016. Doc. #19. Nothing suggests this

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 9 of 14 Court will decide the Motion in anything other than an expeditious manner. Thus, any stay would last at most for a brief period. Next, Plaintiff has been represented by counsel and publicly raised allegations against Ms. Maxwell since at least May 4, 2009 (Compl. { 4). Ms. Maxwell consistently has denied Plaintiff's allegations, both publicly and privately. Plaintiff cannot therefore complain of “fading memories” and “stale evidence” during a months’ long stay when she waited years to bring a claim against Ms. Maxwell regarding events she claimed occurred 16 years ago (including four years since she claims Ms. Maxwell first issued a statement about her). In addition, Plaintiff has not provided a single example of a memory at risk of fading or evidence that may become stale during a potential stay. Absent specifics, Plaintiff cannot establish a substantial prejudice. See Bethpage Water Dist. v. Northrop Grumman Corp., No. 13-CV-6362 SJF WDW, 2014 WL 6883529, at *3 (E.D.N.Y. Dec. 3, 2014); see also Gandler v. Nazarov, No. 94 Civ. 2272 (CSH), 1994 WL 702004, at *4 (S.D.N.Y. Dec. 14, 1994) (granting stay of discovery because, inter alia, plaintiffs presented no evidence suggesting unfair prejudice caused by a stay.); cf. In re LaBranche Sec. Litig., 333 F.Supp.2d 178, (S.D.N.Y. 2004) (J. Sweet) (finding plaintiffs would be unduly prejudiced by a continued stay which would result in plaintiffs being the only interested party without access to relevant documents rendering them unable to make informed decisions about litigation strategy). The court’s analysis in Bethpage Water is directly applicable here: The risks of which plaintiff complain do not unfairly prejudice plaintiff, but rather are usual litigation risks that affect all the parties equally, regardless of the amount of time permitted for discovery... Thus, any marginal impact on the evidence and/or memories of witnesses does not outweigh the substantial burden and expense of conducting time-consuming fact and expert discovery on all issues in this case pending a decision on a potentially dispositive motion.

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 10 of 14 Id. (citing ITT Corp. v. Travelers Cas. & Surety Co., NO. 12-civ-38, 2012 WL 2944357, at *3-4 (D. Conn. July 18, 2012)). Plaintiff already possesses numerous documents that she asserts are supportive of her claims. See Pl’s Opp’n at | (“[o]verwhelming evidence” which is “publicly available” purportedly “corroborates” Plaintiffs claims); Decl. of Sigrid McCawley & Exs. 1-9 (including police reports and deposition transcripts which likely are not publicly available). With the assistance of able counsel, Plaintiff has litigated similar allegations based on the same facts against Mr. Jeffrey Epstein from 2009 — 2011. Compl. {| 17. She has involved herself in discussions with the FBI. /d. 22. And she has attempted to participate in the federal civil action against the U.S. Attorney’s Office in the Southern District of Florida based on the Crime Victim’s Rights Act. Jd. { 26-27. Plaintiff’s former counsel currently is actively participating in defamation litigation against Professor Dershowitz in Florida state court, and Plaintiff through her current counsel has participated repeatedly as a non-party in that action. See Bradley Edwards and Paul Cassell v. Alan Dershowitz, Case No. 15-000072, Broward County, Fla.* By virtue of the deposition transcripts, police reports and other litigation papers Plaintiff already has gathered, attached to her Opposition and claims are pertinent to her false allegations of abuse, she has in effect demonstrated the absence of prejudice to her of any stay. See Chrysler Capital Corp. v. Century Power Corp., 137 F.R.D. 209 (S.D.N.Y. 1991) (granting motion to stay where discovery request are extensive and plaintiffs already possessed extensive discovery material as a result of prior proceedings). * Docket available at http://www.clerk-17thflcourts.org/Web2/CaseSearch/Details/?caseid=NzkzMzM0MQ%3d%34dZjTLrlvwx90%3d&caseNum=CACE15000072&category=CV

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 11 of 14 In sum, all of the factors weigh in favor of a stay of discovery under Fed. R. Civ. P. 26(c). Ms. Maxwell’s Motion to Dismiss contains multiple, substantial grounds for dismissal, the breadth of discovery is poised to be nearly limitless, and Plaintiff cannot show any undue prejudice resulting from a short stay. Ms. Maxwell’s motion should therefore be granted. IV. Plaintiff’s “Background” Section Should Be Disregarded Plaintiffs “Background” section and supporting Declaration of Sigrid McCawley raise factual allegations and reference documents that may not properly be considered on a Motion to Dismiss.’ They therefore should not be considered in connection with this Motion to Stay premised on, at least indirectly, the merits of the Motion to Dismiss. In considering a motion to dismiss for failure to state a claim under Rule 12(b)(6), “a district court must limit itself to facts stated in the complaint or in documents attached to the complaint as exhibits or incorporated in the complaint by reference. Of course, it may also consider matters of which judicial notice may be taken under Fed. R. Evid. 201.” Kramer v. Time Warner Cable Inc., 937 F.2d 767, 773 (2d Cir. 1991). Before considering documents outside of the complaint, several conditions must be met. Specifically, “even if a document is ‘integral’ to the complaint, it must be clear on the record that no dispute exists regarding the authenticity or accuracy of the document...It must also be clear that there exists no material disputed issues of fact regarding the relevance of the document.” Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006). Finally, if the court elects to consider documents entirely outside the complaint, it must convert the motion to one for summary judgment and give the parties an > Here, “Background” is a euphemism for “extrajudicial statements” that Plaintiff and her lawyers are prohibited from making under New York Rules of Professional Conduct 3.6 and 8.4(d).

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 12 of 14 opportunity to conduct appropriate discovery and submit additional supporting material contemplated by Rule 56. Chambers v. Time Warner, Inc., 282 F.3d 147, 154 (2d Cir. 2002). Plaintiff here attempts to use the “Background” section of her Opposition to slip additional false accusations against Ms. Maxwell through the proverbial back door. Her references to deposition transcripts in the 2009 litigation to which Ms. Maxwell was not a party, and thus had no opportunity to defend herself, are particularly egregious. See Pl’s Opp’n at 3-5. As Ms. Maxwell detailed in her Motion to Dismiss, this by no means represents the first time Plaintiff has introduced salacious and false accusations in a court pleading. On April 7, 2015 U.S. District Court Judge Marra denied Plaintiff’s Rule 21 motion to join a 2008 CVRA litigation in the U.S. District Court for the Southern District of Florida, ordered the portions of the Joinder Motion pertaining to non-parties including Ms. Maxwell stricken as “immaterial and impertinent,” and restricted the documents mentioning “lurid details” from public access. Mot. to Dism. at 4-5. Plaintiff's undoubtedly included the superfluous false allegations, both in the Florida actions and here in order to draw additional media attention as a means to further her malicious character attack against Ms. Maxwell. The quotations from the deposition transcripts and “sworn statements” to the Palm Beach Police Department are not relevant to the Motion to Stay and may not be considered on a Motion to Dismiss. The entire “Background” section should therefore be disregarded as impertinent, immaterial and scandalous.° ° Ms. Maxwell also notes that this Court may follow Judge Marra’s lead and issue a sua sponte order striking the allegations in the “background” section pursuant to F.R.Civ.P. 12(f). 10

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 13 of 14 CONCLUSION As detailed above, good cause exists to justify a stay of discovery pending Ms. Maxwell’s Motion to Dismiss. Dated: December 15, 2015. Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorneys for Ghislaine Maxwell 11

Case 1:15-cv-07433-RWS Document 22 Filed 12/15/15 Page 14 of 14 CERTIFICATE OF SERVICE I certify that on December 15, 2015, I electronically filed this Reply Memorandum of Law in Support of Motion for a Stay of Discovery with the Clerk of Court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez AZ

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 1 of 32 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF VIRGINIA L. GIUFFRE’S OPPOSITION AND INCORPORATED MEMORANDUM OF LAW TO DEFENDANT’S MOTION TO DISMISS BOIES, SCHILLER & FLEXNER LLP David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 2 of 32 TABLE OF CONTENTS Page TABLE OF AUTHORITIES sis saasusssnasevannsnecsasapaaerascnceseaagiaaevanta aieaagpacocseinsuceann acd tatnunncunds dancaanaeetss il INTRODUCTION saiscsceaspuacubsoscuacesspicntesupcaseesapiatesvassiacaleghanenianioactasyaeidonatiaalasohuaenanitaaniareaeaapancais 1 PRCT TIENT sss cctc ceases turges ens pac sauces seins ek pacn gm mee aea sateen oma aoe 3 I. Maxwell’s Statements Are Not Protected By A Qualified Privilege... 5 A. It Is Premature For The Court To Determine Qualified Privilege............... 7 B. The Qualified “Self-Defense” Privilege Does Not Exonerate Defendant From Her Malicious Defamatory Statements ................cceee 9 1. The Statements Were Made With Malice And With Knowledge Of Their Falsity, Thus Defeating Any Privilege... .........0.cceeceeeeeeeeee 9 2. Calling A Sexual Abuse Victim A “Liar” Is More Than A “General Denial” And Qualifies As Defamation...............ceeee 10 3. Defendant’s Cited Cases Do Not Support Her Assertion Of The Sell Detense: Privy let. :. sis. roc cssunpesterssansussbantdvtutenscveecodtivweuness 11 Cc: The Qualified Pre-Litigation Privilege Does Not Exonerate Defendant From Her Malicious Defamatory Statements. ...............ce 13 1. Defendant’s Statements Are Outside The Scope Of The “Pre-litigation” Qualified Privilege Because They Are Not Made “Pertinent To Anticipated Good Faith Litigation.” .............0. 14 2. Defendant’s Statements Are Outside The Scope Of The “Pre-Litigation” Qualified Privilege Because They Were Made To Bully, Harass, And Intimidate.......0..cccccceccceeceeeseeenseesseeeteeeeeeeeaees 17 I. Ms. Giuffre Has Properly Pled A Defamation Claim............eceeeeeceseeeteeneeeeeeeees 18 A. Viewed In Context, Defendant’s Assault On Ms. Giuffre Mis TST ATAU <x.aicescesececcusueretustaseavenantunedcaurencuneansutersselaecenneescustaseavoaanieeusearts 18 B. The Complaint Alleges Whom, Where, And In What Manner The January Statement Was Made With Specificity And LEIS 15s. vncsciss ices waensusccnsn pa tneneauvucsxeuenaraces aaa once 20 of Ms. Giuffre Has Pled Defamation Per Se And Does Not Need To Plead Special Dama ces. a saccinesancksussinccvestedseuncisdadssaianeaseinedevassaectaaniiecs 23 CCITT STIOMIN . icissassastve ebhvntv nsx Bau sine sionabn spans ayaa evi te Gacons Sosa sndpncns avaetede de bdactank cnsnsa sepacntavaentniadiaebde 2

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 3 of 32 TABLE OF AUTHORITIES Page Cases Albert v. Loksen, 239 F.3d. 256 (2d Cars 2001 ) sccwssu; sicetaseidianrshanenaranasensvshsductagheaevsshaaaciagdaeanpiatacteanaavemabaanaamanceuns 6 Biro v. Conde Nast, B65 F. Supp.2d 441 (S.D N.Y. 2012) 22 crcceascoaiscenetaceecaseatssaatencoinmmiaiesaaetercsenareosaiteienmere 4,10 Block v. First Blood Associates, OOTP Supp Oes (aes Y «LGB ) vcajavepnnebsuncoveevnacaatiuncerdubnssnuenpsbucanenacedesmaanedsponcdeecnesia passim Brach v. Congregation Yetev Lev D'Satmar, Inc., 265 A.D 2d 360, 696 NY 35,20 496 (20d Dept, 1999 ) ciciccatestnccttancecatsaecnvineieettouioeene 10 Caplan v. Winslet, 21S A.D 2d 148. 637 WY 5.20 967 (1996) 3 aacinsisncctanacscnnsaieaaaentoeesadoanianndeae Is Catalanello v. Kramer, BS apis 20 504 (SN: 201A) cccsssnsescuaconsenanantecanstaccssatienenacearuranteeeneastauseetncnmmaneue 20 Celle v. Felipino Reporter Enterprises Inc. 202 PS BOS (20 Cit, LOO) custcsaccttacsauswonrduasasdvennsanmaccvawiiauinanvedseseiandipasdnaayseannosastanonsisuuliceactinanea 23 Colantonio v. Mercy Med. Ctr.. LS As 3d 902,962 NYS, 2030520 1) rescasesieds aac eee a ees 8 Collier v. Postum Cereal Co., 130 A.D. 169, 134 NLY.S. 847 (App. Divs 1912) ssiccsssisiocaasticcasiesncatommansiiaentemanannseds 8 Davis v. Boeheim, 2a BLN 0 202, 22 NE, 3d O99 (201A): .cccsorcnencchexsuestaqceuarestaswastasusaseencesestbucceuun sesevatenrones 4,10, 19 Deutsche Asset Mgmt., Inc. v. Callaghan, No. 01 Civ. 4426 CBM, 2004 WL 758303 (S.D.N.Y. Apr. 7, 2004)........c:cccsesscssecstecteeeteeeeees 22 Dillon v. City of New York, Dod Peed Sa 7a IN Sd (98 ccc cacashaneteia spaneiuaeaderesuahaaseeabaneiasnisecesavasareansiatnamaneess 19, 21 Edwards v. Great N. Ins. Co., No. 03CV2947(NG)RML, 2006 WL 2053717 (E.D.N.Y. July 21, 2006)... cc ceccececseereeeeees 19 Edwards v. National Audubon Society, Inc., SO RP AT eT grasa crease sate ee eae te cence es veneers mcete meee te 10 Fowler v. New York Herald Co., NSA A.D 608.172. NY S423 (App DI, 199 ) cpcxcsachenscehouncsasasnsonsaddreaeceunwactccesincnenmmeneeantetsees 8 il

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 4 of 32 Frechtman v. Gutterman, PES FDA 122 79 WY 52 58 (2014 | ci ert csaananhapqodicacicauientraee een eamertenaaanateneaee 15 Front v. Khalil, I UG cots facta aty ee nc gee ca ctena aio ue desler wane see 14, 16, 17, 18 Ge Dandong v. Pinnacle Performance Ltd., 906 F SUD pe 20 3 A SINGLY «, 2013) nctesssasasensnastenscsabevcsssansnesaceuncaeddveascuecabetevenincnssacaunastaiedss 3 Idema v. Wager, 120 F. Supp. 2d 361 (S.D.N.Y. 2000) aff'd, 29 F. App'x 676 (2d Cir. 2002) wee eeeeeeeeeee 24 Independent Living Aids, Inc. v. Maxi-Aids, Inc., 961 F.Supp. 124 (EDN GY 6 W997) scctevscicces sat csscs iectaplatectundaecesaiadeataaesteciayisadeabeauieliedaceiaiedves it Int'l Pub. Concepts, LLC v. Locatelli, 46 Misc. 3d 1213(A), 9 N.Y.S.3d 593 (NY Sup. Ct. 2015) ooo. ccccsecscssecneeeeceeeeeeeeeeeeeaeeaeeees IS Kamchi v. Weissman 125 A..3d 142, 1.N.Y.8.3d 169 (SY. App. Dive ZOU) css sculesieanvesscswasscnnaaieuanas casoenstecursanesies 8 Kaminester v. Weintraub, 1 A D2 4402 510 MY 35.20. 234 (198 1) scisecssusiccsistnacatoniie ntti iawios 10 Kane v. Orange Cty. Publications, 232 Ad 526, G49 N.Y S20 23. (V9 9G ) iis sgcc sui ssadaioniansenensagenneciunnbaaniaaexssthartonentsdeeieaigenadacaes 13 Kirk v. Heppt, 392 F Supp. 20d: 580 CS. , 20S) ccccouigsccusouccsuaatetesancacsnancuerouac aucune ocean naadesericcewmnonaiees 3 Lawson v. Stow, POTATO 2G 32 FP ae Ba rccsuucitasscoacsnstesnvostecutexpnsdacesvncatanantessugedcsautennediuovinecaumbetasvudiceisenexsh 21 Liberman v. Gelstein, SONY 2d 429.605 IN.B2d 344: (1992) ccccssvvsssasssiesseuenndastvsecdtsioveensvinvecteidcsa ae nee neaes 24 Long v. Marubeni Am. Corp., 406 F. Supp: 2d 285 (S.D.N.Y 2005) scssccassczeccssvetechasgs sacussbesacseediceedundeaiceardssderaansteceataunencebdvencens: 8 Mase v. Reilly, 206 A.D. 434, 201 N.Y.S. 470 (App. Div. 1923)...ccsscssesscsnssscsscessentercassestarseensenssscesscesencaserenenses 11 Massre v. Bibiyan, No. 12 CIV 6615 KPF, 2014 WL 2722849 (S.D.N.Y. June 16, 2014) oe eeeeceeerseeeceneees 25 Matherson v. Marchello, 100 As Di 2d 233.473 NY 25:20 998 (1984) cc: 225,scdescssiaiassiaiguspainiicasnnnaeiiennacianins 23 McCarthy v. Dun & Bradstreet Corp., AG2 W3d V84 (20 Cit 2007) scciarecicescsensecpiacbcetetay/ Gedsutevaceuacstave Cnicatyis ai tabenculicaastivscauesaaueabededltauenes 3 iii

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 5 of 32 McNamee v. Clemens, TO2F SUG. 2d S84 CEI 4, OUT sic cosa taitcatsta een cipcobcaeatadasabansaientapeds 2eliasat aunties saatlanintetabes 4,10 Mencher v. Chesley, 103 Mase,.3829, 85 NCY.8.20 42 Sup Gt. VOR ) scancesscasancenasannescuntencansnntneanesesconeancaeieuetnneeatents 8 Park Knoll Associates v. Schmidt, So NY 2d 205, Ao Biel: 162 C1963) xcsscissusnastvascsaiipanecasaxporaneiosacanldrnasdvanvas ties viasnaneinoasuasiaseives 6 Pure Power Boot Camp, Inc. v. Warrior Fitness Boot Camp, S13F Supp.26 409 (BINT Y 201 I ascccrlonacepaeateatae cs stencaaaeatalnataec nents 24 Roberti v. Schroder Inv. Mgmt. N. Am., Inc., No. 04CIV2404 (LTS) (THK), 2006 WL 647718 (S.D.N.Y. Mar. 14, 2006) ......eceeeeeseeeenees 7 Seung Jin Lee v. Tai Chul Kim, 16 Misc. 3d 1118(A), 847 N.Y.S.2d 899 (Sup. Ct. 2007)... eccccescsseesecseeesceeeeeceeeeeeeaeeeeeeeenees 12 Shenkman v. O'Malley, 2 DZS F137 INV 2d 290 (LODO) ee eisctverzaracesoren cede iacsubeunadners daceuncnniadenasatcaacwanstoncen 8, 12 Teicher v. Bellan, 7 Ped 247 LB IY. 20 O42 (1989 | cisccesacvistticcacaaniasessiiaeeutinsesdaocea sess eee 8 Thompson v. Bosswick, Boo F, Supp: 2667 (SID IN.Y 2012) hss reset hepa saatesars entaossdcesaceeduieestcan tank qgaiancthocctbladebeamiands 24 Wannamaker v. Columbian Rope Co., 713 F. Supp. 533 (N.D.N.Y. 1989) aff'd, 108 F.3d 462 (2d Cir. 1997) woe ceceeeseeseeteereeteeees 19 Weldy v. Piedmont Airlines, Inc., OSS F227 2A 1993) ccysctteaiociinceaecenetasoncesitentenieastaaniencsesunatennnailiusiwantedesiesapancondatounederatanbes Oy 7 Whelehan v. Yazback, 84: A.D,2d 673, 446 N. Y.8.20-626 (198 I \scssessiavsrdccctsnasirasrasesanisnecdanaeaniwnasii ee Worldhomecenter.com, Inc. v. M.J. Resurrection, Inc., No, 11 CIV..3371 (RWS), 2012 WL 12922 (S.D.N.Y., Jani. 3, 2012) csssccascs sicasisiassnsinacccavissnceons 5 1V

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 6 of 32 Plaintiff Virginia L. Giuffre, by and through her undersigned counsel, hereby files this Opposition to Defendant’s Motion to Dismiss, and in support thereof, states as follows: INTRODUCTION This is an old and familiar story. A Defendant, who committed repeated acts of sexual abuse, publicly proclaims the victim is lying to try to deflect attention from the crimes and to bully the victim back into silence. But this story will not end here. Defamation law protects victims when they are courageous enough to stand up against their abuser’s false character assaults. Based on her well-pled Complaint, Ms. Giuffre has stated a defamation claim, and, therefore, is entitled to move forward with discovery to prove that Defendant’s statements were not only false, but entirely fabricated out of malice. The allegations Ms. Giuffre has made in her Complaint present a straightforward claim of defamation. As she alleges in her Complaint, convicted sex offender Jeffrey Epstein and Defendant, Ghislaine Maxwell, sexually abused Ms. Giuffre. Indeed, the Defendant herself recruited and groomed Ms. Giuffre to be sexually abused when Ms. Giuffre was only fifteen (15) years old. Over the next several years, Epstein and Defendant trafficked Ms. Giuffre to their friends worldwide. Ultimately, Ms. Giuffre escaped. Several years later, having gained a sense of safety and perspective, Ms. Giuffre sought to join a long-running Crime Victims’ Rights Act (““CVRA”) lawsuit, which was brought by other young girls who were also abused, and sought to challenge Jeffrey Epstein’s non-prosecution agreement which also pardoned co-conspirators. Through lawyers’, Ms. Giuffre explained what Epstein and Defendant had done to her, prompting a broadside of attacks earlier this year from the * Ms. Giuffre is represented in the CVRA case by a former Federal Judge for the District of Utah, Paul Cassell, and a victim’s rights lawyer, Bradley Edwards. (Case No. 08-cv-80736-KAM, Southern District of Florida.)

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 7 of 32 Defendant.” After sexually trafficking Ms. Giuffre for years, Defendant now has the audacity to broadcast that Ms. Giuffre is a “liar” and that her life story is concocted. And Defendant even claims that she is somehow “privileged” to launch these assaults. Of course, the Court need not decide today who is lying and who is telling the truth. The narrow issue before the Court now is only whether Ms. Giuffre has pled an actionable defamation case. Ms. Giuffre’s Complaint sets forth specific well-pled allegations that present the elements of a defamation claim, including precisely-described defamatory statements that the Defendant made with actual malice: e Ms. Giuffre “became a victim of sexual trafficking and repeated sexual abuse after being recruited by Ghislaine Maxwell and Jeffrey Epstein when Giuffre was under the age of eighteen...Between 1999 and 2002, with the assistance and participation of Maxwell, Epstein sexually abused Giuffre at numerous locations including his mansions in West Palm Beach Florida and in this District.” See Declaration of Sigrid McCawley (“McCawley Decl.’’), Ex. 1, Compl. at | 8, 9 and 16. e “As part of their sex trafficking efforts, Epstein and Maxwell intimidated Giuffre into remaining silent about what happened to her.” /d. at 410. e “With the assistance of Maxwell, Epstein was able to sexually abuse Giuffre for years until Giuffre eventually escaped.” Jd. at 418. e “Ultimately as a mother and one of Epstein’s many victims, Giuffre believes that she should speak out about her sexual abuse experience in the hopes of helping * Defendant spends a significant amount of time in her Motion to Dismiss discussing Judge Marra’s ruling in the CVRA case that dealt with Alan Dershowitz’s Motion to Strike. Defendant flatly mischaracterizes the Order, which, in any event, is irrelevant to this Motion to Dismiss. In the CVRA case, Ms. Giuffre filed a joinder motion to attempt to join the other victims who were prosecuting the case. The Court found that joinder of another victim was unnecessary because the two named plaintiffs were sufficient to represent the group of victims in their claim that the government failed to properly notify them of the plea agreement with Jeffrey Epstein. Judge Marra held that “at this juncture in the proceedings” the details about the sexual abuse that Ms. Giuffre had suffered was unnecessary to the Court making a determination “of whether Jane Doe 3 [Ms. Giuffre] and Jane Doe 4 should be permitted to join [the other victims’ ] claim that the Government violated their rights under the CVRA. The factual details regarding with whom and where the Jane Does engaged in sexual activities are impertinent to this central claim (1.e. that they were known victims of Mr. Epstein and the Government owed them CVRA duties) especially considering that the details involve non-parties who are not related to the respondent Government.” No. 08-cv-80736-KAM, D.E. 324 at 5 (emphasis original). The Judge explained that Ms. Giuffre would be entitled to participate as a witness in the case to offer her evidence as needed. (D.E. 324 at 8.)

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 8 of 32 others...Giuffre incorporated an organization called Victims Refuse Silence...Giuffre has now dedicated her professional life to helping victims of sex trafficking.” Jd. at § 23-25. e “In January 2015, Maxwell undertook a concerted and malicious campaign to discredit Giuffre and damage her reputation that Giuffre’s factual reporting of what happened to her would not be credited.” Jd. at ¥ 28. e “As part of Maxwell’s campaign she directed her agent, Ross Gow, to attack Giuffre’s honesty and truthfulness and accuse Giuffre of lying.” Jd. at | 29. e Defendant stated through her press agent that Ms. Giuffre’s reports of her child sexual abuse were “obvious lies.” /d. at J 30. e Defendant published the defamatory statements to third parties including: “‘issu[ing] an additional false statement to the media and public,” and to “a reporter on a Manhattan street.” Id. at § 30, 4 3. e “Maxwell made the...defamatory statements...in the Southern District of New York...in a deliberate effort to maliciously discredit Giuffre and silence her efforts to expose sex crimes committed around the world by Maxwell, Epstein and other powerful persons...” Id. at {| 32. e ‘“Maxwell’s statements were published intentionally for the malicious purpose of further damaging a sexual abuse and sexual trafficking victim; to destroy Giuffre’s reputation and credibility” and that Defendant “made her false statements knowing full well that they were completely false. Accordingly, she made her statements with actual and deliberate malice, the highest degree of awareness of falsity.” Jd. at {J 8-9. e Defendant’s defamatory statements “tended to injure Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, inasmuch as they destroyed her credibility and reputation among members of the community that seek her help and that she seeks to serve.”* Id. at § 11. In response to the straight-forward Complaint, Defendant first argues that she was privileged to launch these attacks on Ms. Giuffre because of either a self-defense privilege or a > Defendant’s effort to include information outside the four corners of the complaint should be rejected. See Ge Dandong v. Pinnacle Performance Ltd., 966 F. Supp. 2d 374 (S.D.N.Y. 2013) (“It is well-established that when deciding a motion to dismiss... a court's ‘review is limited to the facts as asserted within the four corners of the complaint, the documents attached to the complaint as exhibits, and any documents incorporated in the complaint by reference.””) (quoting McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 191 (2d Cir. 2007)). Notably, Defendant switches gears in her Reply in Support of her Motion to Stay and agrees that the Court “must limit itself to facts stated in the complaint.” (Maxwell’s Reply in Support of Stay Motion at 9). Accordingly, the 2011 article at Ex. A of Laura Menninger’s Declaration in Support of her Motion to Dismiss should not be considered because it does not contain the actionable statement set forth in the Complaint. (See Declaration of Laura Menninger at Ex. A). By her own words, it must be disregarded.

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 9 of 32 pre-litigation privilege. As part of a motion to dismiss, these arguments must be rejected. First, qualified privileges are forfeited when the defamatory statement is made with malice and is false. Because Ms. Giuffre has specifically alleged that Defendant defamed her with actual malice, the privileges provide no defense. Second, the Court should not consider Defendant’s qualified privilege argument at the Motion to Dismiss stage because it is premature. See Block v. First Blood Associates, 691 F. Supp. 685, 699-700 (Sweet, J.) (S.D.N.Y. 1988) (In a case in which another defendant claimed a pre-litigation privilege based upon statements to the press, this Court held, “[t]o prevail on a qualified privilege defense [defendant] must show that his claim of privilege does not raise triable issues of fact that would defeat it. Here, sufficient evidence has been adduced to support the inference that [defendant] acted with malice, and may not, therefore, claim a qualified privilege under New York law . . . a genuine issue as to malice and appropriate purpose has properly been raised and is sufficient to preclude summary judgment.”). Defendant’s asserted qualified privileges are merely affirmative defenses to be raised in her answer. Third, Defendant discusses a 2011 statement, which is not the statement at issue, in an effort to confuse the Court into accepting her “pre-litigation privilege” argument. The actionable statement was Defendant’s 2015 press release to the media charging Ms. Giuffre with lying about being sexually abused. New York’s highest court found, in this exact situation, that where a sexual abuse victim is called a “liar,” she has an actionable claim for defamation and it is more than a “mere denial.” In Davis v. Boeheim, 245 N.Y .3d 262, 268, 22 N.E.3d 999 (2014), the court found that stating that a person is lying about their sexual abuse is “susceptible of a defamatory connotation” because the statement “tends to expose [Plaintiff] to public contempt, hatred, ridicule, aversion or disgrace.” See also McNamee v. Clemens, 762 F. Supp. 2d 584, 602 (E.D.N.Y. 2011) (court explaining “[t]he statements that brand McNamee a liar and suggest that there are unknown facts that when disclosed will support Clemens' denials and that suggest that

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 10 of 32 the statements meet the definition of defamation go beyond a general denial of accusations or rhetorical name calling. The statements were direct and often forcefully made, there was nothing loose or vague about them.”’). Finally, Ms. Giuffre has pled all necessary elements of a defamation claim in detail with supporting facts. For those reasons, as explained in full below, Defendant’s Motion to Dismiss should be denied. ARGUMENT In ruling on a motion to dismiss, the Court must take all allegations in the Complaint as true and all inferences are drawn in favor of the pleader. Worldhomecenter.com, Inc. v. M.J. Resurrection, Inc., (Sweet, J.) No. 11 CIV. 3371 (RWS), 2012 WL 12922, at *2 (S.D.N.Y. Jan. 3, 2012). “The issue ‘is not whether a plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims.’” /d. Ms. Giuffre has stated a colorable claim with specificity, therefore, she is entitled to move forward and prove her claim. I. Maxwell’s Statements Are Not Protected By A Qualified Privilege. Defendant’s qualified privilege argument fails for three independent reasons, each requiring this Court to deny Defendant’s Motion to Dismiss. First, a privilege is an affirmative defense, which must be pled in an answer to a complaint and then properly proved. A motion to dismiss is not a proper vehicle for presenting such an argument. Second, the qualified privileges raised by Defendant (self-defense and pre-litigation) are forfeited if they are abused. Because Ms. Giuffre has alleged that Defendant launched her assault with actual malice and for an improper purpose, the privileges provide no defense. Third, the circumstances alleged by Defendant do not fit the privileges she is alleging: under New York law, no qualified privilege, - neither “selfdefense” nor “‘pre-litigation” - applies to Defendant’s statements. As this Court has explained, “[u]nder New York law, a qualified or conditional privilege may exist where statements are made, without malice, in furtherance of a common interest. There

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 11 of 32 is no qualified privilege under New York law when such statements are spoken with malice, knowledge of their falsity, or reckless disregard for their truth.” Block at 699 (Sweet, J.) (Internal citations omitted). A defendant forfeits an alleged qualified privilege “by making a false, defamatory statement with ‘malice’ of either the common-law or constitutional variety.” Albert v. Loksen, 239 F.3d 256, 272 (2d Cir. 2001). See also Park Knoll Associates v. Schmidt, 59 N.Y .2d 205, 211, 451 N.E.2d 182, 185 (1983) (“The complaint here contains sufficient allegations of malice to withstand the motion to dismiss.”’). Even if a qualified privilege otherwise applies, it “is nevertheless forfeited if the defendant steps outside the scope of the privilege and abuses the occasion.” Weldy v. Piedmont Airlines, Inc., 985 F.2d 57, 62 (2d Cir. 1993) (internal quotations omitted). In Weldy, the Second Circuit explained that a Plaintiff may defeat an assertion of a qualified privilege by demonstrating abuse of the privilege “by proving that the defendant acted (1) with common law malice, or (2) outside the scope of the privilege, or (3) with knowledge that the statement was false or with a reckless disregard as to its truth.” Jd. at 62. In this case, the Defendant has fulfilled all three of the above conditions. Here, Ms. Giuffre has pled facts to support her claim that Defendant’s defamatory statements are false, and were published with the “malicious intent of discrediting and further damaging [Ms. Giuffre] worldwide.” See McCawley Decl., Ex. 1, Compl. at § 1. Defendant can cite to no authority that supports her position that publicly stating that a victim of sexual abuse is lying about being sexually abused as a minor child falls within any qualified privilege, and her assertion of that proposition is a complete misreading of the law.

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 12 of 32 It Is Premature For The Court To Determine Qualified Privilege. As an initial matter, under both federal and New York law, determining whether a qualified privilege applies is premature and should not be decided at the Motion to Dismiss stage because Ms. Giuffre is entitled to establish that Defendant knew the defamatory statement was false and made for an improper purpose, thereby extinguishing any claim for a qualified privilege. In another defamation case brought before this Court, in which the defendant also made defamatory statements to the press and then tried to claim the pre-litigation privilege, this Court held that where a genuine issue as to the malice and appropriate purpose has properly been raised, a determination on the application of the privilege was precluded, even at the summary judgment stage. See Block, 691 F. Supp. at 699-700 (Sweet, J.); see also Roberti v. Schroder Inv. Mgmt. N. Am., Inc., No. 04CIV2404 (LTS) (THK), 2006 WL 647718, at *9 (Swain, J.) (S.D.N.Y. Mar. 14, 2006) (Judge Swain found the same, denying the motion to dismiss on a defamation claim because “a claim of qualified privilege may be rebutted by a showing that the statement, or the implication thereof, was made with spite or ill will or with a high degree of awareness of [its] probable falsity” and plaintiff's complaint “could support a finding that the statement was made with the requisite high degree of awareness that it was probably false.”) (internal quotations omitted);* Weldy, 985 F.2d at 63 (the Second Circuit found that whether the privilege had been abused and, therefore, lost was a question for the jury to decide.). New York state courts, examining alleged qualified privileges in defamation cases, have held the same. For example, in Whelehan v. Yazback, 84 A.D.2d 673, 673, 446 N.Y.S.2d 626, 627 * Defendant misleadingly cites Biro v. Conde Nast for the proposition that the affirmative defense of privileges may be resolved on a motion to dismiss, but Biro dismissed claims based on absolute privileges, whose application required no factual determinations, but could be determined on the face of the pleadings, in contrast to the qualified privileges Defendant asserts here, which require a determination of malice and improper purpose. 883 F. Supp. 2d 441, 458 (S.D.N.Y. 2012) (dismissing some claims due to their being nonactionable opinion and protected by New York Civil Rights Law § 74 (fair report privilege) because the court need only “consider the allegations and the statements in the court records in order to determine whether the Article provides a ‘fair and true’ report of those allegations and statements, but will not consider the documents to be evidence of any of the facts stated therein.”’).

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 13 of 32 (1981), the court denied the motion for summary judgment based on the affirmative defense of qualified privilege: “defendant's motion for summary judgment based on qualified privilege and plaintiff's motion to strike this defense were properly denied since qualified privilege is a defense to be pleaded and proved... and questions of fact exist as to its applicability here.” Further, as the Bellan court explained, when reversing an order dismissing a defamation claim, “the defendant cannot prevail upon this motion on the ground of a qualified privilege. Qualified privilege is an affirmative defense to be pleaded and proved by the defendant.” Teichner v. Bellan, 7 A.D.2d 247, 252, 181 N.Y.S.2d 842 (1959). See also Colantonio v. Mercy Med. Ctr., 115 A.D.3d 902, 903, 982 N.Y.S.2d 563, 566 (2014) (“...this privilege...can be overcome by a showing of malice ... At this juncture [motion to dismiss], the allegations of malice that were set forth in the complaint ... preclude dismissal of the complaint...”); Kamchi v. Weissman, 125 A.D.3d 142, 159, 1 N.Y.S.3d 169, 182 (N.Y. App. Div. 2014) (the complaint “sufficiently alleged that [Defendant] made false statements of fact with common-law malice so as to overcome the common interest qualified privilege”); Long v. Marubeni Am. Corp., 406 F. Supp. 2d 285, 298 (S.D.N.Y. 2005) (denying a motion to dismiss based, inter alia, upon an qualified privilege argument because the complaint alleged the defamatory statements were made “with knowledge of their falsity,” and supported that claim “with at least some facts,” and, therefore, “[n]othing more is required at this stage of litigation [to maintain the claim]”).° Accordingly, Defendant’s qualified privilege arguments are not ripe for judicial determination upon a Motion to Dismiss. ‘ Notably, the case law cited by Defendant also holds that qualified privilege is an issue for the jury to decide. See Maxwell’s Memorandum in Support of Motion to Dismiss (“MTD”) at 8, Shenkman v. O'Malley, 2 A.D.2d 567, 576, 157 N.Y.S.2d 290, 299 (1956) (whether defendant’s statement fell under the self-defense qualified privilege “cannot be said on the pleading alone,” but instead is “a proper question for the jury to determine”); MTD at 8, Fowler v. New York Herald Co., 184 A.D. 608, 611, 172 N.Y.S. 423, 425 (App. Div. 1918), (“Whether the defendant in its publication went beyond its legal privilege, and should be charged with malice, was a question of fact for the jury’); MTD at 9, Mencher v. Chesley, 193 Misc. 829, 832, 85 N.Y.S.2d 431, 434 (Sup. Ct. 1948) (“Plaintiff contends, however, that the defendant in any event went beyond his legal privilege in repelling the attack and that consequently his privilege affords him no protection . . . the question whether the defendant went beyond his privilege is one of fact for the jury to determine, and that it cannot be disposed of as a matter of law.”); MTD at 9, Collier v. Postum Cereal

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 14 of 32 B. The Qualified Self-Defense Privilege Does Not Exonerate Defendant From Her Malicious Defamatory Statements Defendant contends that her statements are subject to a qualified privilege because they were made in “self-defense.” Defendant’s statements went beyond simply denying the allegations; instead, she attacked the moral character of this sexual abuse victim by publicly proclaiming her claims of sexual abuse were “obvious lies” and suggesting that Defendant knew facts that were unknown to the public. Defamatory statements of that type, as explained further below, are not protected by a “self-defense” privilege, particularly when, as here, they are knowingly false. 1. The Statements Were Made With Malice And With Knowledge Of Their Falsity, Thus Defeating Any Privilege. Defendant’s attempts to fit her defamatory statements against a victim of sexual abuse within the parameters of a qualified privilege must be rejected because Defendant made the statements with malice, knowing that they were false. Plaintiff will be able to show, without question, that Defendant knows that Plaintiff is not lying when she describes how Defendant recruited her for sex as an underage girl and when she describes the other trafficking activities Defendant engaged in. Once a defendant has proven the affirmative defense of qualified privilege, which Defendant has not yet done, that privilege is nonetheless defeated if “plaintiff can establish that the communication was actuated by malice.” See Block, 691 F. Supp. at 699 (Sweet, J.); Whelehan, 446 N.Y.S.2d at 674 (“defendant's motion to dismiss the complaint for failure to state a cause of action should have been denied. Plaintiff's pleading of ‘malice aforethought’ is sufficient to avoid dismissal in view of the fact that qualified privilege is an affirmative defense to be pleaded and proved by defendant and that, when malice is required to be pleaded, conclusory Co., 150 A.D. 169, 179, 134 N.Y.S. 847 (App. Div. 1912) (evidence bearing on questions of privilege “were plainly questions for the jury’’).

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 15 of 32 allegations of malice have been held sufficient.”).° As pled in the Complaint, Defendant knew the statements were false because Defendant engaged in and facilitated the sexual abuse of this minor child. 2. Calling A Sexual Abuse Victim A “Liar” Is More Than A “General Denial” And Qualifies As Defamation. Though Defendant claims that she was merely issuing a “general denial,” she went well beyond that and accused Ms. Giuffre of making claims that were “obvious lies,” with the clear implication that Defendant had knowledge unknown to the audience that would support her statement. Under New York law, such a statement constitutes grounds for a defamation claim. See Davis, 245 N.Y.3d at 268 (New York’s highest court holding that stating someone is lying about sexual abuse is “susceptible of a defamatory connotation.”’); see also McNamee v. Clemens, 762 F. Supp. 2d 584 (E.D.N.Y. 2011) (“[a]n attack on a person's integrity by impugning his character as dishonest or immoral may form the basis of a defamation if an ordinary listener would tend to credit the statements as true.”); Kaminester v. Weintraub, 131 A.D.2d 440, 516 N.Y.S.2d 234 (2d Dep't 1987) (statements accusing plaintiff of personal dishonesty were not constitutionally protected expressions of opinion); Edwards v. Nat’l Audubon Soc., Inc., 556 F.2d 113, 121-22 (2d Cir. 1977) (“The appellees were charged with being ‘paid to lie’. It is difficult to conceive of any epithet better calculated to subject a scholar to the scorn and ridicule of his colleagues than ‘paid liar.’ It is this completely foundationless accusation of venality that constitutes the essence of the calumny against the appellees.”); Brach v. Congregation Yetev Lev D'Satmar, Inc., 265 A.D.2d 360, 361, 696 N.Y.S.2d 496, 498 (2d Dep't 1999) (reversing an order of dismissal and reinstating ° Defendant cites Biro v. Conde Nast, 2014 WL 4851901 (S.D.N.Y. Sept. 30, 2014) for the proposition that Ms. Giuffre has not sufficiently pled malice. However, in Biro, the only accusation of malice was that the defendant ““knew or should have known’ that the statements were false,” and “the Complaint contains no factual allegations indicating that [defendant] acted recklessly in making that assumption — or had any reason to entertain doubts about the truth.” /d., 2014 WL 4851901, at *2. The facts here could not be more different: not only has Ms. Giuffre alleged that Defendant knows the allegations are false because she was an active participant in the sexual abuse, but she detailed Defendant’s involvement with the corroborating evidence of her involvement. 10

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 16 of 32 defamation action based upon a publication stating that a court action was won “by lies and deceit,” finding that the statements at issue were actionable statements of “mixed opinion,” and noting that they suggested to the average reader that they were supported by some unknown facts); Mase v. Reilly, 206 A.D. 434, 436, 201 N.Y.S. 470, 472 (App. Div. 1923) (reversing dismissal of the complaint and holding: “The charge that a man is lying, at least, in a matter of public interest, is such a charge as tends to hold him up to scorn, as matter of law, and prima facie a complaint stating the making in writing of such a charge is good.”). Here, Defendant has attacked Ms. Giuffre’s integrity, calling her dishonest and stating that her claims of abuse were “obvious lies,” implying that Defendant knows certain facts unknown to her audience that support her opinion. An ordinary listener would tend to credit the statements as true because Defendant traveled with, and lived with, Ms. Giuffre while she was a child abuse victim. As the Clemens court explained: “Clemens’ statements that McNamee is a liar are facts capable of being proven true or false by a determination of whether or not McNamee injected Clemens with steroids. The statements can be proven true or false by either truthful testimony or conclusive evidence.” /d. at 601. Similarly, Defendant’s statement that Ms. Giuffre is lying is a fact capable of being proven true or false by a determination of whether Ms. Giuffre was sexually abused by Defendant. 3. Defendant’s Cited Cases Do Not Support Her Assertion Of The Self-Defense Privilege. Interestingly, the only case Defendant cites wherein a court holds that calling someone a liar isn’t defamatory, Independent Living Aids, Inc. v. Maxi-Aids, Inc., 981 F. Supp. 124, 128 (E.D.N.Y. 1997), is a case that sounded in slander (spoken defamation), whereas this is a libel 11

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 17 of 32 case (written defamation).’ What constitutes defamation for libel under New York law is a much broader category, while defamation under slander is restricted to four specific categories of statements, as discussed infra. Ms. Giuffre has sufficiently pled Jibel, and many New York courts have held that calling someone a liar constitutes libel. Buried in a string cite, and presented without explanation or argument, Defendant cites Shenkman v. O'Malley, 2 A.D.2d 567, 157 N.Y.S.2d 290, (1956), in which the Court reversed the lower court’s striking of the affirmative defense of the self-defense qualified privilege. MTD at 8. Notably, Shenkman not only held that the self-defense qualified privilege was a question for the jury to decide, but it also held that this affirmative defense only applies when the defendant’s statement is in response to another defamatory statement: the “defamatory reply to attack, if it is to be privileged, must, among other things, be a reply to a defamatory attack.” /d. at 576. Therefore, under Shenkman, in order to meet her burden, Defendant would have to prove - after the motion to dismiss stage - that Ms. Giuffre’s accusations are defamatory - something she has not done, and never can, because the allegations of sexual abuse are true. Defendant’s other cases are also readily distinguished. For example, she cites Kane v. Orange Cty. Publications, 232 A.D.2d 526, 649 N.Y.S.2d 23 (1996) in support of her self-defense privilege, but this was an action brought pursuant to Civil Rights Law § 51, which authorizes a civil action when the name or likeness of any living person is used for advertising without written consent. Moreover, since it wasn’t a defamation claim, the court never made a ruling as to whether to apply any privilege, but merely noted that the complaint allegations “correspond to elements of a cause of action sounding in libel” and, then, “further note[d]” that it would be “covered by a 7 At least one New York court has found that calling someone a liar is defamation even under the slander standard. See Seung Jin Lee v. Tai Chul Kim, 16 Misc. 3d 1118(A), 847 N.Y.S.2d 899 (Sup. Ct. 2007) (denying a motion to dismiss when the defendant stated that the plaintiff “is a liar; she tried to cover all the truth; how could she serve the Lord with lies; and she and her followers are satanic.”). 12

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 18 of 32 qualified privilege” if the complaint had been brought in libel — which it wasn’t. There is no holding in Kane applicable to this case. C. The Qualified Pre-Litigation Privilege Does Not Exonerate Defendant From Her Malicious Defamatory Statements. Defendant’s assertion of the “pre-litigation privilege” is misplaced for several reasons, as detailed below, but primarily because the pre-litigation privilege is meant to protect parties to a justiciable controversy in their attempts to narrow or resolve their claims to avoid litigation. Defendant relies upon a vaguely-worded portion of a 2015 statement that she “reserves her right to seek redress at the repetition of such old defamatory claims.”® The indeterminate portion of the 2015 statement does not so much as imply, let alone name, the person or entity against whom Defendant has supposedly “reserve[d] the right to seek redress,” nor does it hint at what type of “redress” she may seek. This unclear and vaguely-worded statement is insufficient to shroud Defendant’s defamatory statements, contained in a press release, with the protection of a qualified privilege that is intended to protect parties trying to resolve or narrow their issues in advance of litigation. Due to that obvious deficiency, Defendant spends many pages of her brief discussing a statement she made four years ago, with the hope that the Court will evaluate that statement in making a determination on the pre-litigation privilege because she knows that no privilege attaches to her 2015 statements. But, no matter how much she references the 2011 statement, it is * The January 3, 2015 statement, issued by Ross Gow, Maxwell’s press agent and referred to by Maxwell provides: “The allegations made...against Ghislaine Maxwell are untrue. The original allegations are not new and have been fully responded to and shown to be untrue. Each time the story is retold it changes, with new salacious details about public figures. (The woman’s) claims are obvious lies and should be treated as such and not publicized as news, as they are defamatory. Ghislaine Maxwell’s original response to the lies and defamatory claims remains the same. Miss Maxwell strongly denies allegations of an unsavory nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such claims.” (emphasis added to mirror quotation in ¥ 30 of Plaintiff's Complaint. See McCawley Decl. at Ex. C, January 4, 2015 Express Article. 13

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 19 of 32 still not, and never will be, the statement at issue in this case.’ There is no controversy over the 2011 statement. Ms. Giuffre is bringing suit based on a defamatory statement made in 2015. 1. Defendant’s Statements Are Outside The Scope Of The “Pre-Litigation” Qualified Privilege Because They Are Not Made “Pertinent To Anticipated Good Faith Litigation.” Defendant’s statements are outside the scope of any pre-litigation privilege because they are not pertinent to a good faith anticipated ligation, and because they were made for the improper purpose of bullying, harassing, and intimidation. This Court has already held that summary judgment based upon an asserted privilege protecting defamatory pre-litigation communications is precluded when a plaintiff raises “a genuine issue as to malice and appropriate purpose.” Block, 691 F. Supp. 685, 699 (Sweet, J.). Defendant’s statements that she is lying and her claims of sexual abuse are “obvious lies” are not pertinent to a good faith anticipated litigation but, instead, they were made for an inappropriate purpose, to bully, harass, and intimidate Ms. Giuffre. As pled in the Complaint, Defendant knew the statements were false because Defendant engaged in and facilitated the sexual abuse of this minor child, therefore, they were made for the inappropriate purpose of “bullying,” “harassment,” and “intimidation.” See Front v. Khalil, 24 N.Y.3d 713, 720 (2015). Defendant’s statements were a message for the public, not a message to the attorneys for the British press. They were also not made by an attorney, but by a press agent, and they did nothing to reduce or avoid the need to actually commence litigation because they neither discussed ° The March 10, 2011 statement provides: “Ghislaine Maxwell denies the various allegations about her that have appeared recently in the media. These allegations are all entirely false. It is unacceptable that letters sent by Ms. Maxwell’s legal representatives to certain newspapers pointing out the truth and asking for the allegations to be withdrawn have simply been ignored. In the circumstances, Ms. Maxwell is now proceeding to take legal action against those newspapers. ‘I understand newspapers need stories to sell copies. It is well know that certain newspapers live by the adage, “why let the truth get in the way of a good story”. However the allegations made against me are abhorrent and entirely untrue and I ask that they stop.’ Said Ghislaine Maxwell. ‘A number of newspapers have shown a complete lack of accuracy in their reporting of this story and a failure to carry out the most elementary investigation or any real due diligence. I am now taking action to clear my name.’ she said.” See McCawley Decl. at Ex. B, March 2011 Statement. 14

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 20 of 32 a justiciable controversy with the British press nor demanded that the coverage discontinue. The 2015, statement plainly shows Defendant using the press to bully, intimidate, and harass Ms. Giuffre. New York’s pre-litigation qualified privilege does not apply to the facts in this case. Historically, statements made in the course of litigation were entitled to privilege from defamations claims “so that those discharging a public function may speak freely to zealously represent their clients without fear of reprisal or financial hazard.” Jd. at 718. A 2015 New York Court of Appeals case somewhat extended this privilege by holding that statements made by attorneys prior to the commencement of the litigation are protected by a qualified privilege if those statements are pertinent to a good faith anticipated litigation. /d. at 718. (“Although it is wellsettled that statements made in the course of litigation are entitled to absolute privilege, the Court has not directly addressed whether statements made by an attorney on behalf of his or her client in connection with prospective litigation are privileged” . . . “to advance the goals of encouraging communication prior to the commencement of litigation” . . . “we hold that statements made prior to the commencement of an anticipated litigation are privileged, and that the privilege is lost where a defendant proves that the statements were not pertinent to a good faith anticipated litigation.”).'° '° The cases cited in Defendant’s own brief in support of this qualified privilege argument all concern actual anticipated litigation over a justiciable controversy, where the protected communications involved statements like cease and desist letters and counsel’s speech around the courthouse, and they exclusively involve statements made by attorneys, or statements to and among parties to the anticipated litigation, and, in one case, the affected malpractice insurance carrier. For example in, /nt’l Pub. Concepts, LLC v. Locatelli, the communications at issue concerned cease and desist letters written by an attorney. 46 Misc. 3d 1213(A), 9 N.Y.S.3d 593 (N.Y. Sup. Ct. 2015). Similarly, in Frechtman v. Gutterman, the communication at issue was a letter sent by a client to his attorney terminating the representation. 115 A.D.3d 102, 103, 979 N.Y.S.2d 58, 61 (2014). In Kirk v. Heppt, the communication at issue was made by an attorney’s client to the attorney’s malpractice carrier concerning the client’s justiciable controversy against the attorney. 532 F. Supp. 2d 586, 593 (S.D.N.Y. 2008). Finally, Caplan v. Winslet, cited by Defendant, is wholly inapposite to Defendant’s argument as the statement at issue was not within the pre-litigation context at all, but in the course of ongoing litigation: the alleged defamatory statement was a lawyer-to-lawyer remark made exiting the courthouse. 218 A.D.2d 148, 150-51, 637 N.Y.S.2d 967 (1996). None of these cases involved statements that were widely publicized. 15

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 21 of 32 The Court of Appeals’ reason for allowing this qualified privilege could not be more clear: “When litigation is anticipated, attorneys and parties should be free to communicate in order to reduce or avoid the need to actually commence litigation. Attorneys often send cease and desist letters to avoid litigation. Applying privilege to such preliminary communication encourages potential defendants to negotiate with potential plaintiffs in order to prevent costly and timeconsuming judicial intervention.” Jd. at 719-20. Under this rationale, the Khalil court found that an attorney’s letters to the potential defendant were privileged because they were sent “in an attempt to avoid litigation by requesting, among other things, that Khalil return the alleged stolen proprietary information and cease and desist his use of that information.” Jd. at 720. Neither the dicta in Khalil, the policy rationale discussed, nor the holding suggests that the privilege should apply to a defamatory statement like the one at issue in this case. Here, unlike Khalil, the Defendant’s statements were 1) made by a non-attorney; 2) concerning a non-party to the alleged anticipated litigation; 3) making a knowingly false statement; and 4) that was directed at, and disseminated to, the public at large. Defendant’s statements cannot be can be considered “pertinent to a good faith anticipated litigation,” such that the qualified privilege should apply. Moreover, it strains credulity to ask the Court to somehow read the actionable 2015 press release, calling Ms. Giuffre’s sex abuse claims “obvious lies,” as any type of “cease-and-desist” statement. This statement was not a communication among the “attorneys and parties,” and it did nothing to “reduce or avoid” or resolve any “anticipated” litigation. Indeed, Defendant’s statements make no reference to any cause of action, and they lie in stark contrast to the protected statements made in Khalil and in all the other cases Defendant cites." '' Unsurprisingly, Defendant cites to no case in which this qualified privilege has been extended to internationally disseminated press releases slamming a non-party to the “anticipated” litigation. 16

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 22 of 32 Most important, Defendant may never prevail in asserting this qualified privilege because, in order to invoke this privilege, she must have “meritorious claims” for “good faith” litigation. Defendant has neither. Defendant cannot have a “meritorious claim” for “good faith anticipated litigation” because Ms. Giuffre’s reports of her sexual abuse are true, Defendant knows that they are true, and Defendant made a knowingly false statement when she called Ms. Giuffre a liar. Under these circumstances, Defendant has no “meritorious” claim to make in “good faith” relating to either Ms. Giuffre’s statements or their coverage in the press, thereby making her defamatory statements wholly outside the protection of this qualified privilege. 2. Defendant’s Statements Are Outside The Scope Of The “Pre-Litigation” Qualified Privilege Because They Were Made To Bully, Harass, And Intimidate. Khalil specifically states that the qualified privilege “does not protect attorneys who are seeking to bully, harass, or intimidate their client's adversaries by threatening baseless litigation or by asserting wholly unmeritorious claims, unsupported in law and fact, in violation of counsel's ethical obligations.” Khalil, 24 N.Y.3d at 720. Defendant’s defamatory statement, that a sexual abuse victim is lying about her abuse, is purposefully calculated to “bully, harass, or intimidate” that victim, and keep her silent about Defendant’s wrongdoing. Again, this is an old story. Defendant, through her press release, is merely trying to discredit Ms. Giuffre in the public eye, and thereby deflect blame; calling Ms. Giuffre a liar has nothing to do with advancing her interest in any pretended litigation with the British press. Defendant used the press to defame, discredit, and intimidate Ms. Giuffre and, therefore, these statements lie wholly outside the scope of a qualified pre-litigation privilege. See also Block, at 699 (Sweet, J.) (denying summary judgment on the pre-litigation qualified privilege affirmative defense because there was “‘a genuine issue as to malice and appropriate purpose’’). 17

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 23 of 32 In sum, the cases cited by both the Court of Appeals in Khalil and by Defendant’s Motion to Dismiss applied this privilege only to statements made pertinent to good faith anticipated litigation, among interested parties, because this qualified privileged is designed to facilitate the negotiation, settlement, or refinement of claims prior to an action being filed. It should not be applied to a socialite using her press agent to disseminate defamatory statements to the entire world, least of all where it maligns a non-party to alleged anticipated litigation that cannot, in any event, be brought in good faith because of Defendant’s personal role in the underlying sexual abuse. II. Ms. Giuffre Has Properly Pled A Defamation Claim. As a fallback argument, Defendant raises various alleged technical deficiencies in Ms. Giuffre’s complaints. These arguments, too, are totally without merit. Defendant claims that Ms. Giuffre did not provide the “context” of Defendant’s defamatory statement, but (1) a motion to dismiss is not a proper vehicle to litigate the “context” in which statements are made, and (2) Ms. Giuffre did, in fact, provide sufficient “context” under New York law. What’s more, even if further context were appropriate in the pleadings, it would only show that Defendant deliberately made false, defamatory, and injurious statements about Ms. Giuffre. Defendant also alleges that Ms. Giuffre failed to provide sufficient detail. This claim, too, lacks any merit because the Complaint clearly specifies the nature of the statements made by Defendant. A. Viewed In Context, Defendant’s Assault On Ms. Giuffre Is Defamatory. Defendant asks the Court to conclude, on a motion to dismiss, that “when viewed in context, the statements are not actionable defamatory statements.” MTD at p. 17. The Defendant does not advise the Court how it could possibly begin to make such a “context” determination. Presumably, the Court would have to have the full context for all statements covered by the Complaint and then evaluate the context for defamatory meaning. Of course, because Ms. Giuffre 18

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 24 of 32 has just filed her Complaint, a fully-developed record does not exist for any such evaluation. The Defendant’s argument should be rejected for this reason. Defendant also contends that because the Complaint did not set forth the immaterial and nonactionable portions of Defendant’s defamatory press release, the Complaint is insufficiently pled, but that is not the standard under New York law. The Complaint does not employ “vague 12 Without specifying “the actual defamatory words,”’* nor does the and conclusory allegation[s] Complaint fail to “set forth in any manner the words which he claims are actionable so as to give defendants notice of the statements at issue,”'* as was the situation in the inapposite cases Defendant cites. To the contrary, the Complaint uses direct, word-for-word quotes of Defendant’s press statements, giving all the particulars of their origination. For that reason, Ms. Giuffre’s Complaint satisfies the pleading requirements.’ On the issue of context, this case is most closely akin to the recent New York Court of Appeals case Davis v. Boeheim, 24 N.Y .3d 262, 265, 22 N.E.3d 999 (2014). In Boeheim, plaintiffs were victims of sexual molestation by Bernie Fine, a former associate head basketball coach for Syracuse University. Following plaintiffs’ accusations of sex abuse, James Boeheim, Fine’s friend, published statements calling plaintiffs liars, and stating their allegations were financially motivated. Plaintiffs sued for defamation. The Court of Appeals specifically held that such defamation allegations easily survive a motion to dismiss. The Court explained that, on a motion to dismiss, a court “merely examines '? Dillon v. City of New York, 261 A.D.2d 34, 39-40, 704 N.Y.S.2d 1 (1999). '° Edwards v. Great N. Ins. Co., No. 03cv2947(NG)(RML), 2006 WL 2053717, at *5 (E.D.N.Y. July 21, 2006). '4 Wanamaker vy. Columbian Rope Co., 713 F. Supp. 533, 545 (N.D.N.Y. 1989) aff'd, 108 F.3d 462 (2d Cir. 1997) and aff'd, 108 F.3d 462 (2d Cir. 1997). sa Further, the Complaint incorporates by reference the remainder of Defendant’s published statements in the January 3, 2015, statement. See, e.g., McCawley Decl., Ex. 1, Compl. at 7 31, 37. All of Defendant’s published statements are publically available, and Defendant has full notice of the statements at issue because she issued them to the press and Defendant does not deny making them. In an abundance of caution, Plaintiff has the quotes herein and attached the press release statements to her declaration as Ex.’s B and C. 19

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 25 of 32 the adequacy of the pleadings,” asking “whether the contested statements are reasonably susceptible of a defamatory connotation.” 22 N.E.3d at 1003. (Internal citations omitted.) The Court emphasized that “[i]f, upon any reasonable view of the stated facts, plaintiff would be entitled to recovery for defamation, the complaint must be deemed to sufficiently state a cause of action.” Jd. The Court minded trial courts to be wary of dismissing claims at the outset in light of a plaintiff's “right to seek redress, and not have the courthouse doors closed at the very inception of an action, where the pleading meets [the] minimal standard necessary to resist dismissal of [the] complaint.” Jd. at 1003-04. The Court of Appeals went on to find the complaint fully stated a cause of action because statements alleging that a person told lies about accusations of sexual abuse are “susceptible of a defamatory connotation” because they “tend[] to expose [Plaintiff] to public contempt, hatred, ridicule, aversion or disgrace.” Jd. at 1004. The Court of Appeals also emphasized that the statements were defamatory because they “are capable of being proven true or false, as they concern whether plaintiffs made false sexual abuse allegations against Fine in order to get money, and whether [one of the plaintiffs] had made false statements in the past.” Jd. at 1006. Of course, exactly the same points that the Court of Appeals made about the statements attacking the victims of Fine apply to Defendant’s statements attacking Ms. Giuffre. B. The Complaint Alleges Whom, Where, And In What Manner The January Statement Was Made With Specificity And Supporting Facts. Ms. Giuffre has pled every element for a cause of action for defamation under New York and Colorado law which are substantively similar.'° Under New York law, the elements of a defamation claim are: (1) a false statement, published to a third party; (2) without authorization or '° The defamatory statements were made in New York, the Defendant resides in New York, and there is no conflict between New York and Colorado law, therefore, New York has the most significant interest in the issue of this litigation and New York law should apply. Catalanello v. Kramer, 18 F. Supp. 3d 504, 511 (S.D.N.Y. 2014). 20

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 26 of 32 privilege; (3) fault, judged at a minimum by a negligence standard; and (4) special harm or defamation per se. Dillon v. City of New York, 261 A.D.2d 34 (1999).'” Ms. Giuffre has met every requirement in her Complaint. Ms. Giuffre explained in her Complaint that she “became a victim of sexual trafficking and repeated sexual abuse after being recruited by Ghislaine Maxwell and Jeffrey Epstein when Giuffre was under the age of eighteen...Between 1999 and 2002, with the assistance and participation of Maxwell, Epstein sexually abused Giuffre at numerous locations including his mansions in West Palm Beach, Florida, and in this District. With the assistance of Maxwell, Epstein was able to sexually abuse Giuffre for years until Giuffre eventually escaped.” See McCawley Decl., Ex. 1, Compl. at 4 8, 9 and 16. With respect to the first elements of a defamation claim, Giuffre has pled a defamatory statement concerning another: Defendant stated through her press agent that Ms. Giuffre’s reports of her child sexual abuse were “obvious lies.” See McCawley Decl., Ex. 1, Compl. at ¥ 30. Second, she has pled publication to a third parties, stating that Defendant’s agent “issued an additional false statement to the media and public,” and to “a reporter on a Manhattan street.” Jd. at § 30, 4 37. Third, Ms. Giuffre has alleged more than “fault amounting to at least negligence on the part of the publisher;” she has alleged malice and that Defendant made the statements knowingly because Defendant herself participated in the abuse. See McCawley Decl., Ex. 1, Compl. at J 9. (“Between 1999 and 2002, with the assistance and participation of Maxwell, Epstein sexually abused Giuffre at numerous locations including his mansion in West Palm Beach, Florida, and in this District.”). Among other similar allegations, the Complaint states: “Maxwell’s statements were published intentionally for the malicious purpose of further damaging a sexual '" Accord, Lawson v. Stow, 2014 COA 26, 7 15, 327 P.3d 340, 345 (Under Colorado law, the elements of a defamation claim are “(1) a defamatory statement concerning another; (2) published to a third party; (3) with fault amounting to at least negligence on the part of the publisher; and (4) either actionability of the statement irrespective of special damages or the existence of special damages to the plaintiff caused by the publication.”). 21

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 27 of 32 abuse and sexual trafficking victim; to destroy Giuffre’s reputation and credibility” and that Defendant “made her false statements knowing full well that they were completely false. Accordingly, she made her statements with actual and deliberate malice, the highest degree of awareness of falsity.” Compl. at {| 8-9. Fourth, Ms. Giuffre pled defamation per se, alleging that the false statements “exposed Giuffre to public contempt, ridicule, aversion, and disgrace, and induced an evil opinion of her in the minds of right-thinking persons.” Furthermore, the Complaint alleges that Defendant’s defamatory statements “tended to injure Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, inasmuch as they destroyed her credibility and reputation among members of the community that seeks her help and that she seeks to serve.” See McCawley Decl., Ex. 1, Compl. at J 11. Not only has Ms. Giuffre fully pled defamation, but also the Complaint alleges many supporting facts, giving Defendant full notice of the nature of the action. Ms. Giuffre has “specif[ied] who made the statements, when they were made, to whom they were made and in what context they were made.” Deutsche Asset Mgmt., Inc. v. Callaghan, No. 01 Civ 4426 CBM, 2004 WL 758303, at *12. As to “who” made the statements, Ms. Giuffre specified that Defendant’s “agent, Ross Gow” gave the statement under Defendant’s authority, and that Defendant made the statement in Manhattan. See McCawley Decl., Ex. 1, Compl. at 4 29 and § 37. As to the “when,” the Complaint alleges the very days they were made: “On or about January 3, 2014” and “[o]n or about January 4, 2015.” See McCawley Decl., Ex. 1, Compl. at 29 and § 37. Additionally, paragraphs 9 through 29 of the Complaint provides ample “context,” narrating the factual history of Defendant’s abuse of Ms. Giuffre and referring to Defendant’s statements published by the media. These defamatory statements, as alleged in the Complaint, were widely disseminated internationally and online, as acknowledged by Defendant in the instant motion. MTD at p. 18. Accordingly, not only does the Complaint plead all of the elements of defamation 22

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 28 of 32 per se, but it gives ample factual backing to support those elements. Defendant does not deny making these statements, nor challenge the accuracy of their dissemination by the media. Finally, Defendant’s statements impugning Ms. Giuffre honesty and calling her a liar are especially defamatory because they disparage Ms. Giuffre in her profession as president and founder of the not-for-profit whose mission is to fight sexual abuse and human trafficking. Celle v. Filipino Reporter Enterprises, Inc., 209 F.3d 163, 179-80 (2d Cir. 2000) (“[I]t is actionable without proof of damage to say of a physician that he is a butcher ..., of an attorney that he is a shyster, of a school teacher that he has been guilty of improper conduct as to his pupils, of a clergyman that he is the subject of scandalous rumors, of a chauffeur that he is habitually drinking, of a merchant that his credit is bad or that he sells adulterated goods, of a public officer that he has accepted a bribe or has used his office for corrupt purposes ... - since these things discredit [one] in his chosen calling.”). Defendant’s statements that Ms. Giuffre lied about her own past sex abuse discredits Ms. Giuffre in her “chosen calling” and profession of being an advocate for sex abuse victims. They paint her as a faker. Defendant’s statements tell the audience that Defendant knows that Ms. Giuffre’s professional endeavors are built upon a lie, thus destroying both Ms. Giuffre’s reputation and the reputation and credibility of her foundation. C. Ms. Giuffre Has Pled Defamation Per Se And Does Not Need To Plead Special Damages. Ms. Giuffre has sufficiently alleged defamation per se under New York law, suing in libel based on Defendant’s published defamatory statements. Ms. Giuffre need not plead or prove special damages because the defamatory statements “tend to expose the plaintiff to public contempt, ridicule, aversion or disgrace, or induce an evil opinion of [her] in the minds of rightthinking person, and to deprive [her] of their friendly intercourse in society.” Matherson v. Marchello, 100 A.D.2d 233, 235, 473 N.Y.S.2d 998, 1000-01 (1984). Furthermore, Defendant is 23

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 29 of 32 wholly incorrect in stating that a defamation per se claim is limited to professionals who are defamed within the context of their profession and suffer damages relating to their profession. Here, Defendant confuses, or deliberately conflates, slander and libel, two types of defamation with substantially different elements required to state a claim. Defendant cites Liberman y. Gelstein, for the proposition that, in order to be actionable, Defendant’s statements “must be made with reference to a matter of significance and importance for [the plaintiff's profession, trade or office].’” 80 N.Y.2d 429, 431, 605 N.E.2d 344 (1992). However, Liberman concerned a slander case. Slander is defamation that is spoken by defendant, and an action lies in slander for very limited types of speech. However, those limitations are irrelevant in this case because this case concerns libel, a form of defamation that is a written or published statement (and, as such, typically far more widely disseminated). Pleading and proving libel per se is not limited to the four circumstances required for slander, but has a much broader definition. '® Similarly, the other cases cited by Defendant, Thompson v. Bosswick, 855 F. Supp. 2d 67 (S.D.N.Y. 2012) and Pure Power Boot Camp, Inc. v. Warrior Fitness Boot Camp, LLC, 813 F. Supp. 2d 489, 503 (S.D.N.Y. 2011), also concerned slander, not libel and, therefore, their holdings are inapplicable. Instead, in libel actions, the “challenged language is actionable per se if it tends to expose another to ‘public hatred, shame, obloquy, contempt, ridicule, aversion, ostracism, degradation, or disgrace’ or ‘to induce an evil opinion of one in the minds of right-thinking persons and to deprive one of one's confidence and friendly intercourse in society’ or tends to disparage a person in the way of his office, profession or trade.” Idema v. Wager, 120 F. Supp. 2d 361, 367 (S.D.N.Y. 2000) '8 <('S]lander per se” consists of statements (i) charging plaintiff with a serious crime; (ii) that end to injure another in his or her trade, business or profession; (iii) that plaintiff has a loathsome disease; or (iv) imputing unchastity to a woman. Liberman v. Gelstein, 80 N.Y.2d 429, 435, 605 N.E.2d 344 (1992). 24

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 30 of 32 aff'd, 29 F. App'x 676 (2d Cir. 2002) (internal citations omitted); Massre v. Bibiyan, No. 12 CIV. 6615 KPF, 2014 WL 2722849, at *10 (S.D.N.Y. June 16, 2014). Ms. Giuffre has pled libel per se, as the statement that Defendant lied about being a sexual abuse victim is more than sufficient to expose her to “public contempt, ridicule, aversion, and disgrace, and induced an evil opinion of her in the minds of right-thinking persons.” See McCawley Decl., Ex. 1, Compl. at § 10. Additionally, Ms. Giuffre pled that “Maxwell’s false statements also constitute libel per se inasmuch as they tended to injure Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, and inasmuch as they destroyed her credibility and reputation among members of the community that seeks her help and that she seeks to serve.” See McCawley Decl., Ex. 1, Compl. at ¥ 11. Accordingly, Ms. Giuffre has pled libel per se. CONCLUSION Ms. Giuffre has set forth a well pled claim for defamation. The Court should accordingly deny Defendant’s Motion to Dismiss and allow the case to proceed. Dated: December 17, 2015 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 25

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 31 of 32 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 26

Case 1:15-cv-07433-RWS Document 23 Filed 12/17/15 Page 32 of 32 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on December 17, 2015, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 27

Case 1:15-cv-07433-RWS Document 24 Filed 12/17/15 Page 1of4 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. / DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF’S OPPOSITION TO DEFENDANT’S MOTION TO DISMISS I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2. I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Opposition to Defendant Maxwell’s Motion to Dismiss. 3. Attached hereto as Exhibit 1, is a true and correct copy of the Complaint [D.E. 1]. 4. Attached hereto as Exhibit 2, is a true and correct copy of the March 9, 2011 Press Release Statement. a Attached hereto as Exhibit 3, is a true and correct copy of the January 3, 2015 Statement issued by Defendant’s spokesman Ross Gow, quoted in the Express.

Case 1:15-cv-07433-RWS Document 24 Filed 12/17/15 Page 2 of 4 I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Case 1:15-cv-07433-RWS Document 24 Filed 12/17/15 Page 3 of 4 Dated: December 17, 2015 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 24 Filed 12/17/15 Page 4 of 4 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on December 17, 2015, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10 Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case 1:15-cv-07433-RWS Document 24-1 Filed 12/17/15 Page 1 of 13 EXHIBIT |

Céssé :14-mncoD7ISRAWS DBoowee? 4-1 Fitekb@G/2/1/14.5 Pkagé Biofa3 United States District Court Southern District of New York VIRGINIA L. GIUFFRE, Plaintiff, CASE NO: V. GHISLAINE MAXWELL, Defendant. i COMPLAINT Boies Schiller & Flexner LLP 575 Lexington Avenue New York, NY 10022 (212) 446-2300

Céssé :14-ncoD7aSRAWS DBoowee? 4-1 Fiteb@G/2/1/14.5 Pkage Bfofa3 Plaintiff, VIRGINIA L. GIUFFRE, formerly known as Virginia Roberts (“Giuffre”), for her Complaint against Defendant, GHISLAINE MAXWELL (“Maxwell”), avers upon personal knowledge as to her own acts and status and otherwise upon information and belief: NATURE OF THE ACTION 1. This suit arises out of Defendant Maxwell’s defamatory statements against Plaintiff Giuffre. As described below, Giuffre was a victim of sexual trafficking and abuse while she was a minor child. Defendant Maxwell not only facilitated that sexual abuse but, most recently, wrongfully subjected Giuffre to public ridicule, contempt and disgrace by, among other things, calling Giuffre a liar in published statements with the malicious intent of discrediting and further damaging Giuffre worldwide. JURISDICTION AND VENUE 2. This is an action for damages in an amount in excess of the minimum jurisdictional limits of this Court. a: This Court has jurisdiction over this dispute pursuant to 28 U.S.C. §1332 (diversity jurisdiction) as Giuffre and Maxwell are citizens of different states and the amount in controversy exceeds seventy-five thousand ($75,000), exclusive of interest and costs. 4. This Court has personal jurisdiction over Maxwell. Maxwell resides in New York City, and this action arose, and defamatory statements were made, within the Southern District of New York. 5: Venue is proper in this Court as the cause of action arose within the jurisdiction of this Court.

Céssé :14-ncoD7aSRAWS DBoowee? 4-1 Fitekb@G/2/1/14.5 Pkags fof23 PARTIES 6. Plaintiff Giuffre is an individual who is a citizen of the State of Colorado. 7. Defendant Maxwell, who is domiciled in the Southern District of New York, is not a citizen of the state of Colorado. FACTUAL ALLEGATIONS 8. Virginia Giuffre became a victim of sex trafficking and repeated sexual abuse after being recruited by Ghislaine Maxwell and Jeffrey Epstein when Giuffre was under the age of eighteen. 9. Between 1999 and 2002, with the assistance and participation of Maxwell, Epstein sexually abused Giuffre at numerous locations including his mansions in West Palm Beach, Florida, and in this District. Between 2001 and 2007, with the assistance of numerous co-conspirators, Epstein abused more than thirty (30) minor underage girls, a fact confirmed by state and federal law enforcement. 10. As part of their sex trafficking efforts, Epstein and Maxwell intimidated Giuffre into remaining silent about what had happened to her. 11. In September 2007, Epstein entered into a Non-Prosecution Agreement (“NPA”) that barred his prosecution for numerous federal sex crimes in the Southern District of Florida. 12, In the NPA, the United States additionally agreed that it would not institute any federal criminal charges against any potential co-conspirators of Epstein. 13. As a co-conspirator of Epstein, Maxwell was consequently granted immunity in the Southern District of Florida through the NPA. 14. Epstein ultimately pled guilty to procuring a minor for prostitution, and is now a registered sex offender.

Céssé 14-ncoD7ISRAWS DDnowee? 4-1 Fitekb@G/21/14.5 Pkag 4d Sfofa3 1: Rather than confer with the victims about the NPA, the U.S. Attorney’s Office and Epstein agreed to a “confidentiality” provision in the Agreement barring its disclosure to anyone—including Epstein’s victims. As a consequence, the victims were not told about the NPA. 16. On July 7, 2008, a young woman identified as Jane Doe No. 1, one of Jeffrey Epstein’s victims (other than Giuffre), filed a petition to enforce her rights under the Crime Victims’ Rights Act (““CVRA”), 18 U.S.C. ¥ 3771, alleging that the Government failed to provide her the rights promised in the CVRA with regard to the plea arrangement with Epstein. The litigation remains ongoing. i. On or about May 4, 2009, Virginia Giuffre—identified then as Jane Doe No. 102—filed a complaint against Jeffrey Epstein in the United States District Court for the Southern District of Florida. The complaint included allegations made by Giuffre that pertained to Maxwell. 18. In pertinent part, the Jane Doe No. 102 complaint described in detail how Maxwell recruited Giuffre (who was then a minor girl) to become a victim of sex trafficking by introducing Giuffre to Jeffrey Epstein. With the assistance of Maxwell, Epstein was able to sexually abuse Giuffre for years until Giuffre eventually escaped. 19. The Jane Doe No. 102 complaint contained the first public allegations made on behalf of Giuffre regarding Maxwell. 20. As civil litigation against Epstein moved forward on behalf of Giuffre and many other similarly-situated victims, Maxwell was served with a subpoena for deposition. Her testimony was sought concerning her personal knowledge and role in Epstein’s abuse of Giuffre and others.

Céssé :14-mncoD7aSRAWS DBoowee? 4-1 Fitekb@G/2/1/14.5 Pkg Ofof23 21. To avoid her deposition, Maxwell claimed that her mother fell deathly ill and that consequently she was leaving the United States for London with no plans of ever returning. In fact, however, within weeks of using that excuse to avoid testifying, Maxwell had returned to New York. 22. In 2011, two FBI agents located Giuffre in Australia—where she had been hiding from Epstein and Maxwell for several years—and arranged to meet with her at the U.S. Consulate in Sidney. Giuffre provided truthful and accurate information to the FBI about Epstein and Maxwell’s sexual abuse. 23: Ultimately, as a mother and one of Epstein’s many victims, Giuffre believed that she should speak out about her sexual abuse experiences in hopes of helping others who had also suffered from sexual trafficking and abuse. 24. On December 23, 2014, Giuffre incorporated an organization called Victims Refuse Silence, Inc., a Florida not-for-profit corporation. ao, Giuffre intended Victims Refuse Silence to change and improve the fight against sexual abuse and human trafficking. The goal of her organization was, and continues to be, to help survivors surmount the shame, silence, and intimidation typically experienced by victims of sexual abuse. Giuffre has now dedicated her professional life to helping victims of sex trafficking. 26. On December 30, 2014, Giuffre moved to join the on-going litigation previously filed by Jane Doe 1 in the Southern District of Florida challenging Epstein’s non-prosecution agreement by filing her own joinder motion.

Céssé :14-ncoD7ISRAWS DDoowee? 4-1 Fitekb@G/2/1/14.5 Pkg 6 Ofof23 2d. Giuffre’s motion described Maxwell’s role as one of the main women who Epstein used to procure under-aged girls for sexual activities and a primary co-conspirator and participant in his sexual abuse and sex trafficking scheme. 28. In January, 2015, Maxwell undertook a concerted and malicious campaign to discredit Giuffre and to so damage her reputation that Giuffre’s factual reporting of what had happened to her would not be credited. 29. As part of Maxwell’s campaign she directed her agent, Ross Gow, to attack Giuffre’s honesty and truthfulness and to accuse Giuffre of lying. 30. On or about January 3, 2015, speaking through her authorized agent, Maxwell issued an additional false statement to the media and public designed to maliciously discredit Giuffre. That statement contained the following deliberate falsehoods: (a) That Giuffre’s sworn allegations “against Ghislaine Maxwell are untrue.” (b) That the allegations have been “shown to be untrue.” (c) That Giuffre’s “claims are obvious lies.” 31. Maxwell’s January 3, 2015, statement incorporated by reference “Ghislaine Maxwell’s original response to the lies and defamatory claims remains the same,” an earlier statement that had falsely described Giuffre’s factual assertions as “entirely false” and “entirely untrue.” 32. Maxwell made the same false and defamatory statements as set forth above, in the Southern District of New York and elsewhere in a deliberate effort to maliciously discredit Giuffre and silence her efforts to expose sex crimes committed around the world by Maxwell, Epstein, and other powerful persons. Maxwell did so with the purpose and effect of having

Céssé :14-ncoD7ISRAWS DBoowee? 4-1 Fiteb@G/21/14.5 Pkg? Sfofa3 others repeat such false and defamatory statements and thereby further damaged Giuffre’s reputation. 33. | Maxwell made her statements to discredit Giuffre in close consultation with Epstein. Maxwell made her statements knowing full well they were false. 34. Maxwell made her statements maliciously as part of an effort to conceal sex trafficking crimes committed around the world by Maxwell, Epstein and other powerful persons. a5: Maxwell intended her false and defamatory statements set out above to be broadcast around the world and to intimidate and silence Giuffre from making further efforts to expose sex crimes committed by Maxwell, Epstein, and other powerful persons. 36. Maxwell intended her false statements to be specific statements of fact, including a statement that she had not recruited an underage Giuffre for Epstein’s abuse. Maxwell’s false statements were broadcast around the world and were reasonably understood by those who heard them to be specific factual claims by Maxwell that she had not helped Epstein recruit or sexually abuse Giuffre and that Giuffre was a liar. OT; On or about January 4, 2015, Maxwell continued her campaign to falsely and maliciously discredit Giuffre. When a reporter on a Manhattan street asked Maxwell about Giuffre’s allegations against Maxwell, she responded by saying: “I am referring to the statement that we made.” The New York Daily News published a video of this response by Maxwell indicating that she made her false statements on East 65" Street in Manhattan, New York, within the Southern District of New York.

Céssé 14-ncoD7ISRAWS DBnowee? 4-1 Fitekb@G/2/1/14.5 Pkg é Sfof23 COUNT I DEFAMATION 1. Plaintiff Giuffre re-alleges paragraphs 1 - 37 as if the same were fully set forth herein. Maxwell made her false and defamatory statements deliberately and maliciously with the intent to intimidate, discredit and defame Giuffre. 2. In January 2015, and thereafter, Maxwell intentionally and maliciously released to the press her false statements about Giuffre in an attempt to destroy Giuffre’s reputation and cause her to lose all credibility in her efforts to help victims of sex trafficking. a Maxwell additionally released to the press her false statements with knowledge that her words would dilute, discredit and neutralize Giuffre’s public and private messages to sexual abuse victims and ultimately prevent Giuffre from effectively providing assistance and advocacy on behalf of other victims of sex trafficking, or to expose her abusers. 4, Using her role as a powerful figure with powerful friends, Maxwell’s statements were published internationally for the malicious purpose of further damaging a sexual abuse and sexual trafficking victim; to destroy Giuffre’s reputation and credibility; to cause the world to disbelieve Giuffre; and to destroy Giuffre’s efforts to use her experience to help others suffering as sex trafficking victims. a Maxwell, personally and through her authorized agent, Ross Gow, intentionally and maliciously made false and damaging statements of fact concerning Giuffre, as detailed above, in the Southern District of New York and elsewhere. 6. The false statements made by Gow were all made by him as Maxwell’s authorized agent and were made with direct and actual authority from Maxwell as the principal.

CdSask 1516/2 233R\RB/ SD doocueme 2411 Axec022217155 Raaged10f d213 a The false statements that Maxwell made personally, and through her authorized agent Gow, not only called Giuffre’s truthfulness and integrity into question, but also exposed Giuffre to public hatred, contempt, ridicule, and disgrace. 8. Maxwell made her false statements knowing full well that they were completely false. Accordingly, she made her statements with actual and deliberate malice, the highest degree of awareness of falsity. 2. Maxwell’s false statements constitute libel, as she knew that they were going to be transmitted in writing, widely disseminated on the internet and in print. Maxwell intended her false statements to be published by newspaper and other media outlets internationally, and they were, in fact, published globally, including within the Southern District of New York. 10. Maxwell’s false statements constitute libel per se inasmuch as they exposed Giuffre to public contempt, ridicule, aversion, and disgrace, and induced an evil opinion of her in the minds of right-thinking persons. 11. Maxwell’s false statements also constitute libel per se inasmuch as they tended to injure Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, and inasmuch as they destroyed her credibility and reputation among members of the community that seeks her help and that she seeks to serve. 12, Maxwell’s false statements directly stated and also implied that in speaking out against sex trafficking Giuffre acted with fraud, dishonesty, and unfitness for the task. Maxwell’s false statements directly and indirectly indicate that Giuffre lied about being recruited by Maxwell and sexually abused by Epstein and Maxwell. Maxwell’s false statements were reasonably understood by many persons who read her statements as conveying that specific intention and meaning.

Céssé :14-mcoD7aSRAWS DDuowee? 4-1 Fitekb@9/21/14.5 Pkeg aC. bioka3 12: Maxwell’s false statements were reasonably understood by many persons who read those statements as making specific factual claims that Giuffre was lying about specific facts. 14. Maxwell specifically directed her false statements at Giuffre’s true public description of factual events, and many persons who read Maxwell’s statements reasonably understood that those statements referred directly to Giuffre’s account of her life as a young teenager with Maxwell and Epstein. 15: Maxwell intended her false statements to be widely published and disseminated on television, through newspapers, by word of mouth and on the internet. As intended by Maxwell, her statements were published and disseminated around the world. 16. Maxwell coordinated her false statements with other media efforts made by Epstein and other powerful persons acting as Epstein’s representatives and surrogates. Maxwell made and coordinated her statements in the Southern District of New York and elsewhere with the specific intent to amplify the defamatory effect those statements would have on Giuffre’s reputation and credibility. UT Maxwell made her false statements both directly and through agents who, with her general and specific authorization, adopted, distributed, and published the false statements on Maxwell’s behalf. In addition, Maxwell and her authorized agents made false statements in reckless disregard of their truth or falsity and with malicious intent to destroy Giuffre’s reputation and credibility; to prevent her from further disseminating her life story; and to cause persons hearing or reading Giuffre’s descriptions of truthful facts to disbelieve her entirely. Maxwell made her false statements wantonly and with the specific intent to maliciously damage Giuffre’s good name and reputation in a way that would destroy her efforts to administer her 10

Céssé 14-ncoD7ISRAWS DDuowera? 4-1 Fitekb@9/211/14.5 P&eg4 1 Dfota3 non-profit foundation, or share her life story, and thereby help others who have suffered from sexual abuse. 18. As a result of Maxwell’s campaign to spread false, discrediting and defamatory statements about Giuffre, Giuffre suffered substantial damages in an amount to be proven at trial. 19. Maxwell’s false statements have caused, and continue to cause, Giuffre economic damage, psychological pain and suffering, mental anguish and emotional distress, and other direct and consequential damages and losses. 20. Maxwell’s campaign to spread her false statements internationally was unusual and particularly egregious conduct. Maxwell sexually abused Giuffre and helped Epstein to sexually abuse Giuffre, and then, in order to avoid having these crimes discovered, Maxwell wantonly and maliciously set out to falsely accuse, defame, and discredit Giuffre. In so doing, Maxwell’s efforts constituted a public wrong by deterring, damaging, and setting back Giuffre’s efforts to help victims of sex trafficking. Accordingly, this is a case in which exemplary and punitive damages are appropriate. 21. Punitive and exemplary damages are necessary in this case to deter Maxwell and others from wantonly and maliciously using a campaign of lies to discredit Giuffre and other victims of sex trafficking. PRAYER FOR RELIEF WHEREFORE, Plaintiff Giuffre respectfully requests judgment against Defendant Maxwell, awarding compensatory, consequential, exemplary, and punitive damages in an amount to be determined at trial, but in excess of the $75,000 jurisdictional requirement; costs of suit; attorneys’ fees; and such other and further relief as the Court may deem just and proper. 11

Céssé :14-mcoD7aSRAWS DDuowee? 4-1 Fifekb@9/211/14.5 Pkg aa Sofas JURY DEMAND Plaintiff hereby demands a trial by jury on all causes of action asserted within this pleading. Dated September 21, 2015. /s/ David Boies David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice Pending) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 /s/ Ellen Brockman Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 12

Case _1:15-cv-07433-RWS Document 24-2 Filed 12/17/15 Page 1 of 2 EXHIBIT 2

Statement of Be Bal fb? Ghiathe Vaal DOCON BUN Avfardh!lAG! 3614 7D NEPOFi Of 2 Page | of 1 PR Newswire PMU ie ment yy Products & Services Knowledge Centre See more news releases in Publishing & Information Services Send a release Become a client For journalists Global sites Search Products & Services Regulatory News Search News Releases Browse News Releases | Legal Issues Statement on Behalf of Ghislaine Maxwell More + Share El EI Gt Meet the Media > Contact PR Newswire LONDON, March 10, 2011 /PRNewswire/ -- Ghislaine Maxwell denies the various allegations about her that have appeared recently in the media. These allegations are all entirely false. Journalists and Bloggers It is unacceptable that letters sent by Ms Maxwell's legal representatives to certain newspapers pointing out the truth and asking for the allegations to be withdrawn have simply been ignored. In the circumstances, Ms Maxwell is now proceeding to take legal action against those newspapers. “| understand newspapers need stories to sell copies. It is well known that certain newspapers live by the adage, "why let the truth get in the way of a good story." However, the allegations made against me are abhorrent and entirely untrue and | ask that they stop," said Ghislaine Maxwell. kay Visit PR Newswire for Journalists for releases, photos and customised feeds just for media. “A number of newspapers have shown a complete lack of accuracy in their reporting of this story and a failure to carry out the most elementary investigation or any real due diligence. | am Media contact: Ross Gow Acuity Reputation Tel: +44-203-008-7790 Mob: +44-7778-755-251 Email: ross@acuityreputation.com SOURCE Devonshires Solicitors Share El EI GH Get content for your website Enhance your website's or blog's content with PR Newswire's customised real-time news feeds. Start today. now taking action to clear my name," she said. Contact PR Newswire Send us an email at MarketingUK@prnewswire.co.uk or call us at +44 (0)20 7454 5382 View and download archived video content distributed by MultiVu on The Digital Center. Snow one else can distribute your news to as many journalists as PR Newswire Next in Publishing & Information Services News Become a PR Newswire client Request more information about PR Newswire products & services or call us at +44 (0)20 7454 5382 About PR Newswire | Contact PR Newswire | PR Newswire's Terms of Use Apply | Privacy and Cookie Policy | Site Map | RSS Feeds | Blog Copyright © 2015 PR Newswire Association LLC. All Rights Reserved. http://www.prnewswire.co.uk/news-releases/statement-on-behalf-of-ghislaine-maxwell-1... A UBM plc company. Powered by Clickability. 12/17/2015

Case _1:15-cv-07433-RWS Document 24-3 Filed 12/17/15 Page 1 of 3 EXHIBIT 3

Case 1:15-cv-07433-RWS Document 24-3 Filed 12/17/15 Page 2 of 3 ty of the Daily and Sunday Express PUBLISHED: 00:10, Sun, Jan 4, 2015 Ghislaine Maxwell: ‘| was not a madam for paedophile’ SOCIALITE Ghislaine Maxwell dismissed claims yesterday that she acted as a “madam” to supply underage girls to US businessman Jeffrey Epstein. PUBLISHED: 00:10, Sun, Jan 4, 2015 RSS ea REX Ghislaine Maxwell, pictured with Epstein, says claims against her are ‘lies’ The daughter of disgraced Mirror newspapers chief Robert Maxwell said her character had been defamed.

Case 1:15-cv-07433-RWS Document 24-3 Filed 12/17/15 Page 3of3 Documents lodged with a court in Florida say the 53-year-old introduced her former boyfriend Epstein to powerful individuals, including Prince Andrew, after moving to New York in 1991 following the death of her father on his yacht. According to the documents, a woman identified as Jane Doe 3 says Ms Maxwell asked her to visit Epstein’s Florida mansion when she was 15 years old. The document says: “Epstein and Maxwell turned it into a sexual encounter, as they had done with many other victims. "Maxwell took numerous sexually explicit pictures of underage girls, including Jane Doe 3.” When the claims emerged on Friday, her spokesman, Ross Gow, said she would not be commenting and referred journalists to a 2011 statement in which she said the allegations against her were “abhorrent”. Ghislaine Maxwell's original response to the lies and defamatory claims remains the same Ross Gow However, he issued a fresh denial yesterday, saying: ‘The allegations made... against Ghislaine Maxwell are untrue. Maxwell, a former student at Balliol College, Oxford, is the founder of an environmental charity.

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 1 of 13 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS Ghislaine Maxwell, Defendant. REPLY MEMORANDUM OF LAW IN SUPPORT OF DEFENDANT’S MOTION TO DISMISS COMPLAINT Laura A. Menninger HADDON, MORGAN AND FOREMAN, P.C. East 10th Avenue Denver, CO 80203 303.831.7364

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 2 of 13 TABLE OF CONTENTS INTRODUCTION ssessetactctqcne cunanetach aiasialectatne tua cdgeieatanene ted cetabeaeenctactnaacaeestanntadedateaneneenstacveataas 1 PARI IVIIIN Toss ctsoset esvees bstsete areas epee kamen ence ee eee ede 1 I. PLAINTIFF FAILED TO PLAUSIBLY PLEAD DEFAMATION .............0:c00e i A. Plaintiff Failed to Adequately Plead a Defamation Claim. ........... cece eeeeeeeeee i B. Ms. Maxwell’s Statement In Context Is Not Defamatory..............eeceeeeteeeees 3 Il. MS.MAXWELL’S STATEMENTS ARE PROTECTED BY PRIVILEGE.......... 6 A. Qualified Privilege May Form the Basis for a Rule 12(b)(6) Dismissal............. 6 B. Ms. Maxwell’s Statements Are Protected by the Self-Defense Privilege........... Fi C. Ms. Maxwell’s Statements Are Protected by the Pre-Litigation Privilege ......... 9 CONCLUSION: scaccsscons tesa esnuteneicupsnsharaenaneeunsoesaamesuipauneean teense euieaieens enlaebenemetne 10

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 3 of 13 INTRODUCTION The primary focus of any defamation claim should be the alleged defamatory statements themselves. But Ms. Maxwell’s statements have never been Plaintiffs primary focus in this case. Instead, in a transparent attempt to direct the Court’s attention away from the actual issues under consideration—whether Ms. Maxwell’s statements are truly defamatory, whether Plaintiff properly pled a defamation claim, and whether Ms. Maxwell was privileged to make her statements—Plaintiff spends the bulk of her opposition repeating the same conclusory, unsupported and false allegations that she was sexually abused by Ms. Maxwell. Plaintiff spends the remainder of her opposition selectively misunderstanding applicable federal and New York state defamation law. When correctly applying the law, it is clear that there are ample grounds for which this Court can, and should, dismiss Plaintiffs claim. ARGUMENT I. PLAINTIFF FAILED TO PLAUSIBLY PLEAD DEFAMATION A. Plaintiff Failed to Adequately Plead a Defamation Claim. Apart from bombast, the Complaint fails to adequately plead a defamation claim. First, the Complaint’s sentence fragments and selective quotes do not aver any defamatory statement. Scholastic, Inc. v. Stouffer, 124 F.Supp.2d 836, 849 (S.D.N.Y. 2000) (defamation claim “only sufficient if it adequately identifies the purported communication, and an indication of who made the communication, when it was made, and to whom it was communicated”); Dillon v. City of N.Y., 261 A.D.2d 34, 39-40 (1st Dep’t 1999) (dismissing defamation complaint for, among other things, failing to specify the actual defamatory words). The only actual words attributed to Ms. 99 66 Maxwell in the Complaint are: “against Ghislaine Maxwell are untrue,” “shown to be untrue,” “claims are obvious lies,” and “I am referring to the statement that we made.” Compl. § 30. Beyond that, Plaintiff relies on conclusory, self-serving and in some cases flatly incorrect characterizations of the published Statement. The Complaint refers to an “additional false

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 4 of 13 statement” made on January 3 (Compl. § 30), but never explains the words it was “in addition to.” It describes a statement “incorporated by reference” issued “earlier,’ (Compl. { 31), but omits the earlier statement and to whom, when or where it was made.' It alleges statements made “in the Southern District and elsewhere” by Ms. Maxwell’s agent, Ross Gow, (Compl. {9 29, 30, 32), but attaches a 2011 statement attributed to Mr. Gow in London. McCawley Decl., Ex. 2. Because the Complaint lacks allegations of the subject Statement, with specificity and in context, the defamation claim should be dismissed. Second, the Complaint does not contain allegations as to whom statement was made. In lieu of that information, Plaintiff offers only who made the statement, a point not in dispute. Pl.’s Opp’n at 22. As to whom, she alleges the statements were “widely disseminated” to the “media and public.” Pl.’s Opp’n at 22; Compl. { 30. Twice this Court deemed similar pleadings insufficient. Hawkins v. City of N.Y., No. 99 Civ. 11704 (RWS), 2005 WL 1861855, at *18 (S.D.N.Y. Aug. 4, 2005) (pleading fatally defective due to “failure to identify...the individuals to whom the statement was allegedly made”); Cruz v. Marchetto, No. 11 Civ. 8378, 2012 WL 4513484, at *4 (S.D.N.Y. Oct. 1, 2012) (dismissing complaint which “alleges in a conclusory manner that... statements . . . ended up in the headlines and quoted in the media’’). Third, the Complaint lacks sufficient allegations to establish defamation per se. Plaintiff insists that the pleading standard is far more lenient for libel claims than for slander claims. P1.’s Opp’n at 24 (citing Liberman v. Gelstein, 80 N.Y.2d 429 (N.Y. 1992)). Not so. Rather, “the standard for determining whether a statement concerning a plaintiff's business, profession or trade is libelous per se follows the same rules, articulated in Liberman..., as the standard for slander per se.” Id. Jewell v. NYP Holdings, Inc., 23 F.Supp.2d 348, 400 (S.D.N.Y 1998). In fact, addressing a libel claim, this Court specifically noted that “[d]efamation per se has been : Indeed, the Opposition further confounds by disclaiming the Complaint is based on the 2011 statement (P1.’s Opp’n at 4, 13 ) but then suggests the Complaint incorporates that very statement (PI.’s Opp’n at 19 & n.15). 2

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 5 of 13 defined both as statements that cast doubt on a particular quality at the very heart of the profession and statements that impugn the basic integrity of a business.” Kforce, Inc. v. Alden Personnel, Inc., 288 F.Supp.2d 513, 516 (S.D.N.Y. 2003). Plaintiff nevertheless unsuccessfully attempts to establish a connection between the subject Statement and her “profession” by pointing to her incorporation of the Victims Refuse Silence, Inc. organization. Pl.’s Opp’n at 25. This is a red herring. No court has recognized “victim” as a “profession” as to which a plaintiffs integrity could be impugned. In any event, her status as a professional victim only sprang into existence a mere 10 days before the January 3 Statement was issued. Compl. { 24. Unsurprisingly, the Complaint is devoid of any factual allegations that Ms. Maxwell knew about Plaintiff’s newfound “chosen calling,” nor that Ms. Maxwell targeted any statement at Plaintiffs “profession.” Thompson v. Bosswick, 855 F. Supp.2d 67 (S.D.N.Y. 2012) (“The statement must be targeted at the specific standards of performance relevant to plaintiff's business...”); Thai v. Cayre Grp., Ltd., 726 F.Supp.2d. 323, 336 (S.D.N.Y. 2010) (absence of “facts to support the inference that [the subject] statement imputed incompetence, incapacity or unfitness in the performance of [her] profession” as a bookkeeper warranted dismissal of defamation per se claim). Consequently, Plaintiff failed to adequately plead facts supporting defamation per se or any special damages, and the defamation claim should be dismissed. B. Ms. Maxwell’s Statement” In Context Is Not Defamatory As to defamation claims, the Second Circuit holds “it is for the court to determine in the A Plaintiff apparently has abandoned any claim concerning the January 4 oral statement attributed to Ms. Maxwell in the Complaint. Cf’ Compl. { 24 (oral statement by Maxwell); Pl.’s Opp’n at 11-12 (contrasting a case “that sounded in slander (spoken defamation), whereas this is a libel case (written defamation)”); Jd. at 24 (“[A]n action lies in slander for very limited types of speech. However, those limitations are irrelevant in this case because this case concerns libel, a form of defamation that is a written or published statement.” ). Plaintiff's Opposition also failed to address how that spoken statement could be construed as defamatory. Compare Mot. to Dism. at 5-6, 19-20 (video published under headline “Ghislaine Maxwell denies comment on allegations she is a madam” not defamatory); P1.’s Opp’n (omitting any contrary argument). 3

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 6 of 13 first instance whether the words are susceptible of a defamatory meaning.” [dema v. Wager, 29 Fed.Appx. 676, 678 (2d Cir. 2002). “In performing this task, the court must read the offending words in the context of the whole article and test them against the ‘understanding of the average reader.’” Jd. (emphasis added). Plaintiff suggests without citation that this contextual reading cannot be performed absent “a fully developed record.” Pl.’s Opp’n at 18-19. The numerous cases she cites in which courts have been able to perform their evaluation — because the complaint included the entire subject statement — belie her claim. While Plaintiff purports to “use direct, word-for-word quotes of Defendant’s press statements, giving all the particulars of their origination,” (Pl.’s Opp’n at 19), the Complaint shows otherwise. This alone warrants dismissal. Dillon, 261 A.D.2d at 39-40 (dismissing defamation claim absent entire subject statement, noting “the defect is all the more curious in that [plaintiff] concedes being a recipient of the [complained of] letter, presumably enabling him to quote from it at length”). In apparent acknowledgement of her error, Plaintiff now includes a fuller version of the subject statement “in an abundance of caution” on the last page of her attorney’s declaration. McCawley Decl., Ex. 3 at 2. When that statement (still incomplete, with an ellipsis and brackets) is read in context, no average reader could reasonably find it defamatory in meaning. First and foremost, the Statement is a general denial. No matter how many times Plaintiff baldly asserts she was “called a liar” or “dishonest,” the words “liar” or “dishonest” appear nowhere therein. Thus, all of Plaintiff's legal arguments concerning the term “liar” are inapposite. Pl.’s Opp’n at 10-11.° Indeed, the portion of the Statement referencing “obvious lies” immediately follows the sentence: “Each time the story is retold it changes, with new salacious details about public figures.”” Even Judge Marra noted in his April 7 Order that Plaintiff's latest story involves ‘ Plaintiff's reference to Brach v. Congregation Yetev Lev D’Satmar, Inc., 696 N.Y.S.2d 496, 498 (2d Dep’t 1999), is another example where a court found that the defendant did more than issue a general denial. There, the defendant published an article stating that the defendants won a court case “by lies and deceit” and called plaintiff a robber. 7d. Plaintiff asks this Court to ignore the significance of the latter statement. 4

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 7 of 13 “lurid” claims concerning “numerous American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders.” Menninger Decl., Ex. C at 5. Plaintiff's story is palpably incredible, as even Judge Marra suggested in his Order. In any event, New York courts uniformly agree general denials cannot alone give rise to defamation claims. Indep. Living Aids, Inc. v. Maxi-Aids, Inc., 981 F.Supp.124, 127-28 (E.D.N.Y. 1997) (“Read in the context of the entire article, [defendant’s] remarks, calling [plaintiff] and others ‘liars’ can only be understood as a denial of their accusations.”)*; Porter v. Saar, 688 N.Y.S. 2d 137, 139 (1st Dep’t 1999) (“The comments attributed to defendant...in the New York Post were in the nature of a general denial of plaintiff[’s] accusations of misconduct, not an attack on plaintiffs.”); McNamee v. Clemens, 762 F.Supp.2d 584, 601 (E.D.N.Y. 2011) (“[G]Jeneral denials aren’t actionable.”); Davis v. Boeheim, 24 N.Y .3d 262, 271-72 (N.Y. 2014). Plaintiff unsuccessfully attempts to analogize the subject Statement to those in Boeheim and Clemens. Yet in both cases those statements clearly crossed the line from “general denial to specific accusations reasonably susceptible of a defamatory meaning.” Clemens, 762 F.Supp.2d at 601. Ms. Maxwell’s statement does not. First, in Boeheim, the defendant coupled statements regarding plaintiff's accusations as “false allegations” and “a lie” with detailed claims regarding the accusers as “liars” who were financially motivated. Specifically, Boeheim stated inter alia “I believe they saw what happened at Penn State [a similar case of sex abuse], and they are using ESPN to get money.” Jd. The N.Y. Court of Appeals while reiterating that “general denials are not actionable,” found the assertion plaintiff lied “for monetary gain” would lead a “reasonable reader” to believe “the challenged statements were conveying facts about the...plaintiff.” Jd. Similarly, in Clemens, the defendant, in addition to denying plaintiff’s allegations, called ’ Plaintiff attempts to distinguish Independent Living Aids as a slander case. Pl.’s Opp’n at 11-12. Itis a distinction without a difference. The allegedly defamatory statements there were contained in an interview intended for and ultimately published in a magazine article. 981 F.Supp.at 127-28. The court analyzed the context within which the statement was written. Id.

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 8 of 13 plaintiff “troubled and unreliable,” accused him of fabricating evidence, threatened “anybody who [believes plaintiff] better start looking for a hell of a good lawyer,” and stated he is “constantly lying. . . | warn you five to six months from now, any of you that have jumped on the bandwagon that Roger took steroids and assumed anything Brian McNamee had to say will be embarrassed.” 762 F.Supp.2d at 591. Based on the aggressive nature of Clemens’ statements towards the plaintiff, the court had an easy time concluding they went beyond general denials. Jd. at 602. As the court noted, “[Clemens’] statements were direct and often forcefully made, there was nothing loose or vague about them.” Id. The Statement here stands in stark contrast to Boeheim and Clemens’. Each piece of Ms. Maxwell’s alleged Statement shares one important characteristic: it decries Plaintiff's allegations as untrue, while saying nothing about Plaintiff herself. Ms. Maxwell never claimed Plaintiff had an ulterior motive (Boeheim), or attacked the accuser’s mental state (Clemens), or referred to the accuser as a criminal (Brach, a robber; Clemens manufacturing evidence). Throughout her Opposition, Plaintiff improperly puts various words in Ms. Maxwell’s mouth, e.g., repeatedly attributing to her the words “liar” and “dishonest.” Pl.’s Opp’n at 10-11. Of course, she cannot point to any publication in which Ms. Maxwell used those words. By Plaintiffs logic, a general denial may give rise to a defamation lawsuit. Pl.’s Opp’n at 10. Fortunately, the law provides otherwise. Because Ms. Maxwell simply denied Plaintiff's malicious accusations, her Statement is not actionable. See Foretich v. Cap. Cities/ABC, Inc., 37 F.3d 1541, 1562-63 (4th Cir. 1991) (measured replies non-actionable despite using labels such as “heinous lies,” “downright filth,” and “filthy dirt...like from the bottom of a cesspool”). Il. MS. MAXWELL’S STATEMENTS ARE PROTECTED BY PRIVILEGE A. Qualified Privilege May Form the Basis for a Rule 12(b)(6) Dismissal Plaintiff's protestations aside, numerous federal and state courts have dismissed

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 9 of 13 defamation complaints based on a qualified privilege. See, e.g., Front, Inc. v. Khalil, 24 N.Y.3d 713 (N.Y. 2015) (affirming motion to dismiss based on pre-litigation qualified privilege); Orenstein v. Figel, 677 F.Supp.2d 706, 722 (S.D.N.Y. 2009); Fuji Photo Film U.S.A., Inc., v. McNulty, 669 F.Supp.2d 405, 415-16 (S.D.N.Y. 2009). While conceding that the absence of privilege is an element of defamation, Opp’n at 20-21, Plaintiff nevertheless cites to (primarily N.Y. state) cases in which the plaintiffs, unlike herself, properly alleged facts which could serve to defeat a qualified privilege. As New York’s highest court found: While there are numerous cases in the books in which it is said that as to privileged communications the good faith of the defendant and the existence of actual malice are questions of fact for the jury, the expression must not be misunderstood. Those questions are for the jury only where there is evidence in the case warranting their submission to the jury, and the burden of proof is on the plaintiff. Shapiro v. Health Ins. Plan, 7 N.Y .2d 56, 61 (N.Y. 1959) (emphasis added). As detailed below, Plaintiff has failed to carry her pleading burden here. B. Ms. Maxwell’s Statements Are Protected by the Self-Defense Privilege The long-recognized self-defense privilege “is available to one who has been defamed in the first instance, and who, in response to the attack, responds in kind.” Shenkman v. O'Malley, 2 A.D.2d 567, 574 (1st Dep’t 1956). The “respon[se] in kind” is what is at issue here. Plaintiff concedes she began the public verbal assault on Ms. Maxwell. Compl. { 17, 26-27. Plaintiff also correctly acknowledges that to defeat the privilege, the Complaint must properly allege it was abused. Pl.’s Opp’n at 5. Abuse of privilege in this context requires a showing that the reply (1) includes substantial defamatory matter irrelevant or non-responsive to the initial statement; (2) includes substantial defamatory material disproportionate to the initial statement; (3) is excessively publicized; or (4) is made with malice in the sense of spite or ill will.” Sack, Robert D., Sack on Defamation: Libel Slander and Related Problems (Practicing Law Inst., Apr. 2015 ed.) at Kindle Loc. 20357-20370; Restatement (Second) of Torts, §§ 599, 603-605A (1977). It is 7

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 10 of 13 malice prong Plaintiff fundamentally misunderstands and inadequately pleads. First of all, the malice, “in the sense of spite or ill will,” must, post-Twombly and Iqbal’, be based on “factual content,” not mere “legal conclusions, deductions or opinions couched as factual allegations.” Thai v. Cayre Grp., 726 F.Supp.2d at 327; see also Orenstein, 677 F.Supp.2d at 711 (dismissing conclusory claims of malice where Complaint “provide[d] neither factual support for these conclusions nor any explanation of why [defendant] would have an interest in acting maliciously toward the [plaintiff]”); Fuji Film, 669 F.Supp.2d at 416 (dismissing complaint in which “allegations [defendant] acted maliciously are conclusory and unsupported by factual allegations).° Here, Plaintiff resorted only to conclusory assertions of malice, without factual support. See Compl. {ff 8, 10, 17, 30, 32, 34-35, 37, Count I {J 1-5, 8. Second, apart from her conclusory allegations, Plaintiff mistakenly claims she can defeat malice simply by asserting the Statement was made with knowledge of its falsity. In the selfdefense context, not so. As described in Buckley v. Vidal with regard to malice in the context of the self-defense privilege: The malice issue resolves itself into two questions—was it reasonable for [defendant] to believe that his interests in his own reputation had been unlawfully invaded by [plaintiff], and was the letter which he published in response thereto reasonably necessary to defend himself. F.Supp. 1051, 1056 (1st Dep’t 1971). In addressing the malice question, the court noted that the truth of defendant’s letter was irrelevant. Instead, the letter was privileged because it amounted 3 Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007); Ashcroft v. Iqbal, 556 U.S. 662 (2009). ° Not surprisingly, Plaintiff does not cite to a single federal authority post Twombly and Iqbal in support of her argument that a qualified privilege can be defeated at the pleading stage by mere conclusory allegations of malice. Pl.’s Opp’n at 7-9. In any event, contrary state cases cited by Plaintiff contained more than conclusory allegations of malice. Kamchi v. Weissman, 1 N.Y.S.3d 169, 182 (2d Dep’t 2014) (complaint sufficiently alleged malice supported by statements undermining Rabbi’s authority and statements reflecting adversely on his competence as a rabbi); Long Marubeni Am. Corp., 406 F.Supp.2d 285, 298 (S.D.N.Y. 2005) (malice supported “with at least some facts”). Likewise, in Block v. First Blood Assoc., 691 F.Supp. 685, 699-700 (S.D.N.Y. 1988), this Court declined to grant summary judgment on the basis of a qualified privilege because “sufficient evidence [was] adduced to support the inference that [defendant] acted with malice,” i.e., defendant threatened plaintiff with demand for attorneys’ fees, which “may imply an intent to injure”—1.e. malice. Id. 8

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 11 of 13 to “a tempered and reasoned response...which constituted an appropriate reaction by [defendant] to a situation which seemed to threaten his reputation.” Jd. at 1056-57. Here, as in Buckley, Ms. Maxwell’s Statement was a “tempered and reasoned response” to Plaintiff's vicious character attacks. The Statement addressed only Plaintiff's allegations — calling them “untrue” —while avoiding any attack on Plaintiffs character generally. Plaintiff has not and cannot point to any facts in the Complaint showing the subject Statement “includes substantial defamatory matter that is irrelevant or non-responsive to the initial statement,” or “that is disproportionate to the initial statement;” nor that the Statement was excessively publicized,” relative to the wide publicity net cast by Plaintiff with her “exclusive interviews” to British media and now-stricken litigation declaration. Without any evidence that Ms. Maxwell “abused” the self-defense privilege, Plaintiff's conclusory allegations to the contrary fall far short of the federal pleading standards of Twombly and Iqbal and should not be accepted as true. See Orenstein, 677 F.Supp.2d at 711 (“[Plaintiff] does not allege malice plausibly to overcome the qualified privilege.”’); see also Dillon, 704 N.Y.S.2d at 7 (“Actual malice is not supported in these pleadings where allegations of ill-will and spite manifested by the letter rest solely on surmise and conjecture.”) (emphasis added). C. Ms. Maxwell’s Statements Are Protected by the Pre-Litigation Privilege Each time Ms. Maxwell issued a statement in response to Plaintiff’s accusations, she specifically noted that she would be forced to “seek redress,” including legal redress, upon repetition by the press of the accusations. In 2011, Ms. Maxwell’s attorneys informed various newspapers she intends to “take legal action” if the newspapers continue to print Plaintiff's defamatory accusations. Mot. to Dism. at 14; McCawley Decl., Ex. 2. The January 3 Statement reaffirmed her “original response” (from 2011), further noting she “strongly denies allegations of an unsavoury nature, which have appeared in the British press and elsewhere and reserves her

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 12 of 13 right to seek redress at the repetition of such claims.” Id. at 15; McCawley Decl., Ex. 3. New York’s highest court stated recently in Khalil, 24 N.Y.3d at 720, such statements, made in anticipation of litigation, are protected by a qualified privilege unless the statements were made with the intent to “bully, harass, or intimidate” their adversaries. True to form, Plaintiff baldly asserts that the Statement here was made “for an inappropriate purpose, to bully, harass, and intimidate Ms. Giuffre.” Pl.’s Opp’n at 14. There is simply no factual basis alleged in the Complaint, in Plaintiff's Opposition, or certainly in the Statement itself to evidence such an intent. Cf Buckley, supra at 1056 (“There is nothing in either the content or tone of the letter which could possibly suggest, as Vidal contends, that Buckley’s intent here was one of ‘poisoning and closing the available publishing markets of defendant as an author and essayist, 999 and so ruining him economically.’”). The privilege therefore applies so as to protect Ms. Maxwell from a claim of defamation. CONCLUSION For the foregoing reasons, Ms. Maxwell respectfully requests that this Court grant her Motion to Dismiss. 10

Case 1:15-cv-07433-RWS Document 25 Filed 12/28/15 Page 13 of 13 Dated: December 28, 2015. Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. East 10th Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorneys for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on December 28, 2015, I electronically filed this Reply Memorandum of Law in Support of Motion to Dismiss Complaint with the Clerk of Court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley Boies, Schiller & Flexner, LLP East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez 11

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAIINTIFF, VIRGINIA L. GIUFFRE’S NOTICE OF SUPPLEMENTAL AUTHORITY In further support of her Opposition to Defendant’s Motion to Dismiss the Complaint, Plaintiff Virginia L. Giuffre, by and through her undersigned counsel, respectfully submits the recent decision in Green v. Cosby, 3:14-cv-30211-MGM, 2015 WL 5923553 (D. Mass., Oct. 15, 2015) (“Cosby”) (attached as Exhibit A). In Cosby, the court denied Bill Cosby’s motion to dismiss the sexual assault victim’s > ce defamation complaint, holding that Cosby’s “suggestion that Plaintiff intentionally lied about 666 being sexually assaulted” could expose plaintiff to “‘scorn or ridicule,” and, therefore, Cosby’s statement could be found to have a “defamatory meaning.” Green v. Cosby, No. CV 14-30211MGM, 2015 WL 5923553, at *11 (D. Mass. Oct. 9, 2015). The Cosby decision is relevant to arguments advanced by Defendant in support of her motion to dismiss, and therefore, Plaintiff respectfully requests that the Court take notice of this supplemental authority.

Dated January 8, 2015 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on January 8, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case _1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 1 of 26 EXHIBIT A

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 2 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) 2015 WL 5923553 Only the Westlaw citation is currently available. United States District Court, D. Massachusetts. Tamara Green, Therese Serignese, and Linda Traitz, Plaintiffs, v. William H. Cosby, Jr., Defendant. Civil Action No. 14-—30211-MGM | Signed October 9, 2015 Synopsis Background: Alleged sexual assault victim filed complaint alleging that male celebrity had publicly defamed her in statements made by individuals operating at his direction or within scope of their employment. Complaint was subsequently amended to include similar claims by two additional plaintiffs. Defendant moved to dismiss. Holdings: The District Court, Mastroianni, J., held that: (| newspaper’s republication of allegedly defamatory statement gave rise to new defamation claim; I celebrity’s statement that alleged victim’s accusation that he had sexually assaulted her was “10-year-old, discredited accusation that proved to be nothing at the time, and is still nothing” was not substantially true; 1 press release describing plaintiffs allegation that defendant had sexually assaulted her “fabricated or unsubstantiated stories,” “ridiculous claims,” and “an absurd fabrication” could form basis of viable defamation claim; \4I press release in which defendant criticized women who had publicly accused him of sexually assaulting them could form basis of viable defamation claim; I plaintiffs pled plausible claim that defendant was personally liable for allegedly defamatory statement made by his agents under respondeat superior theory; (| plaintiffs pled plausible claim that defendant was directly liable for alleged defamation; and WestlawNext ‘I dismissal on basis of self-defense privilege was not warranted. Motions denied. West Headnotes (37) ae Federal Courts @Substance or procedure; determinativeness Federal courts sitting in diversity apply state substantive law and federal procedural law. 28 ULS.C.A. § 1332. Cases that cite this headnote 1 Federal Courts @Conflict of Laws; Choice of Law Federal court sitting in diversity determines which state’s law applies by applying forum state’s choice of law rules. Cases that cite this headnote va Libel and Slander @What law governs Under Massachusetts choice of law rules, law of state where defamed person was domiciled at time of publication applies if matter complained of was published in that state. Cases that cite this headnote MI Libel and Slander @ By others in general

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 3 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) [5] [6] (7] Under California law, repetition by new party of another person’s earlier defamatory remark generally gives rise to separate cause of action for defamation against original defamer, when repetition was reasonably foreseeable. Cases that cite this headnote Limitation of Actions @Torts Under California law, newspaper’s republication of allegedly defamatory statement gave rise to new defamation claim against purported defamer, and thus statute of limitations did not bar plaintiffs claim, even though statement was originally published nine years earlier, where plaintiff's claim was based on entirely different issuance of statement, and it was foreseeable to purported defamer that his statement would be republished if plaintiff's allegations against him were reported again in future. Cal. Civ. Proc. Code § 340(c). Cases that cite this headnote Libel and Slander @ By same person Under California law, “single-publication rule” provides that, for any single edition of newspaper or book, there was but single potential action for defamatory statement contained in newspaper or book, no matter how many copies of newspaper or book were distributed. Cal. Civ. Code § 3425.3. Cases that cite this headnote Libel and Slander @=Nature and elements of defamation in general Under California and Florida law, essential elements of defamation are: (1) publication; (2) WestlawNext [8] [9] [10] (11) that is false; (3) defamatory, meaning damaging to good reputation of person who is subject of statement; (4) made by actor with requisite degree of fault; (5) is not protected by any privilege; and (6) causes injury to subject. Cases that cite this headnote Libel and Slander @Actionable Words in General Under California and Florida law, in order for defamation claim to survive motion to dismiss, allegedly defamatory statement must contain at least one false factual assertion that is also defamatory. Cases that cite this headnote Libel and Slander @ Truth as justification in general Under California law, even if statement is offensive, it cannot be basis for defamation suit if it is true. Cases that cite this headnote Libel and Slander @ Truth of part of defamatory matter; substantial truth Under California law, while defendant need not justify literal truth of every word to prevail in defamation action, defendant must prove charge’s substance to be true. Cases that cite this headnote Libel and Slander

Case 1:15-cv-07433-RWS Document 26-1 Green v. Cosby, --- F.Supp.3d ---- (2015) [12] (13] [14] @ Truth of part of defamatory matter; substantial truth Male celebrity’s statement that alleged victim’s accusation that he had sexually assaulted her was “10-year-old, discredited accusation that proved to be nothing at the time, and is still nothing,” was not substantially true, so as to defeat victim’s defamation claim under California law; statement could be understood as expressing false factual assertions and could reasonably be interpreted as insinuating that plaintiff's sexual assault allegation had been discredited and was capable of negatively impacting victim’s reputation within the community. Cases that cite this headnote nia Libel and Slander @Falsity Under California law, statement is considered false for purposes of defamation if it would have different effect on reader’s mind from that which pleaded truth would have produced. Cases that cite this headnote Libel and Slander @ Construction of defamatory language in general Under California law, court can, as matter of law, find statement is not actionable, but when allegedly defamatory statement can reasonably be interpreted as either stating or implying false fact or articulating opinion, court should put issue before jury. [16] Cases that cite this headnote Libel and Slander @ Construction of language used WestlawNext Filed 01/08/16 Page 4 of 26 Totality of circumstances test used in California in determining whether an allegedly defamatory statement is capable of being interpreted as asserting or implying a fact has three parts: (1) whether the general tenor of the entire work negates the impression that the defendant was asserting an objective fact, (2) whether the defendant used figurative or hyperbolic language that negates that impression, and (3) whether the statement in question is susceptible of being proved true or false. Cases that cite this headnote Libel and Slander @!Imputation of falsehood, dishonesty, or fraud Male celebrity’s allegedly defamatory statement that alleged victim’s accusation that he had sexually assaulted her was a “10-year-old, discredited accusation that proved to be nothing at the time, and is still nothing” was not a expression of opinion protected by the First Amendment under California law; statement was not a “predictable opinion” because there was no pending litigation between the parties at the time it was made, and general tenor of the statement negated the impression that the defendant was asserting an objective fact. USCA Const. Amend. 1. Cases that cite this headnote Libel and Slander @Imputation of falsehood, dishonesty, or fraud Male celebrity’s statement that alleged victim’s accusation that he had sexually assaulted her was “10-year-old, discredited accusation that proved to be nothing at the time, and is still nothing” could be understood as _ having defamatory meaning under California law; statement suggested that plaintiff intentionally lied about being sexually assaulted because plaintiff's allegations detailed a specific set of events that either occurred substantially as

Case 1:15-cv-07433-RWS Document 26-1 Green v. Cosby, --- F.Supp.3d ---- (2015) (17) [18] [19] alleged or were fabricated, leaving no room for an honest mistake. 20] Cases that cite this headnote Libel and Slander @Actionable Words in General Under Florida law, to be actionable, defamatory publication must convey to reasonable reader impression that it describes actual facts about plaintiff or activities in which she participated. Cases that cite this headnote [21] Libel and Slander @ Construction of defamatory language in general Under Florida law, court must decide, as matter of law, whether statement expresses pure opinion or “mixed opinion” from which unstated facts are likely to be inferred, but where statement could be understood in more than one way, question should be submitted to trier of fact. Cases that cite this headnote [22] Libel and Slander @ Construction of language used Under Florida law, courts determining whether allegedly defamatory statement is protected expression of opinion must construe allegedly defamatory statement in its totality, examining not merely particular phrase or sentence, but all words used in publication. [23] Cases that cite this headnote WestlawNext Filed 01/08/16 Page 5 of 26 Libel and Slander @Imputation of falsehood, dishonesty, or fraud Under Florida law, press release issued by one of defendant’s agents, which described plaintiff's allegation that defendant had sexually assaulted her after offering her drugs as “fabricated or unsubstantiated stories,” “ridiculous claims,” and ‘“‘an absurd fabrication,” and related details of plaintiffs later, unrelated, criminal history, could reasonably be interpreted as communicating fact that plaintiff's allegations were lies, and thus could form basis of viable defamation claim. Cases that cite this headnote Libel and Slander @Actionable Words in General Under Florida law, expressions of opinions are non-actionable if speaker states facts on which he bases his opinion, and those facts are not false or inaccurately presented. Cases that cite this headnote Libel and Slander Actionable Words in General Under Florida law, statement is non-actionable pure opinion, as matter of law, when it is based on facts that are otherwise known or available to the reader or listener. Cases that cite this headnote Libel and Slander @ Construction of language used Under Florida law, in determining whether any portions of statement are defamatory, court must consider statement in context of publication,

Case 1:15-cv-07433-RWS Document 26-1 Green v. Cosby, --- F.Supp.3d ---- (2015) [24] [25] [26] including audience, means by which it was delivered, and other circumstances surrounding statement. Cases that cite this headnote Libel and Slander @!Imputation of falsehood, dishonesty, or fraud a Under Florida defamation law, press release in which male celebrity criticized women who had publicly accused him of sexually assaulting them and media for their various roles in recent dissemination of sexual assault allegations made against him was not a non-actionable statement of fact on which defendant based an opinion; statement could reasonably be interpreted as communicating fact that alleged victims’ allegations were false and entirely without merit, even though press release contained accurate statements regarding length of time between when incidents allegedly occurred and date on which any particular allegation became public, and did not single out any individual by name. [28] Cases that cite this headnote Libel and Slander @Criticism and Comment on Public Matters; Public Figures To establish defamation claim if plaintiff is public figure, then such plaintiff must show that defendant, or defendant’s agent acting within scope of agency, acted with actual malice in uttering defamatory remark. 129] Cases that cite this headnote Principal and Agent Rights and liabilities of principal Under California and Florida law, when third party is harmed by agent’s conduct, principal is WestlawNext Filed 01/08/16 Page 6 of 26 subject to respondeat superior liability, form of vicarious liability, if agent was acting within scope of work performed for principal and principal controlled or had right to control manner of agent’s work. Cases that cite this headnote Principal and Agent Rights and liabilities of principal Under California and Florida law, plaintiffs’ allegation that defendant hired professional spokespersons to issue defamatory statements about them to media on his behalf was sufficient to plead plausible claim that defendant was personally liable for alleged defamation under respondeat superior theory. Cases that cite this headnote Principal and Agent Rights and liabilities of principal Under California and Florida law, if principal purposefully directs agent to perform action, and that agent performs action, then principal is directly responsible for consequences of that action. Cases that cite this headnote Libel and Slander @Form and requisites in general Under California and Florida law, plaintiffs’ allegations that defendant acted “by and through” professional spokespersons he hired to issue defamatory statements about them to media on his behalf, that spokespersons gave statements at defendant’s direction, and that defendant knew claimed defamatory statements were false at time they were published were sufficient to plead plausible claim that defendant

Case 1:15-cv-07433-RWS Document 26-1 Green v. Cosby, --- F.Supp.3d ---- (2015) [30] [31] [32] [33] was directly liable for alleged defamation. Cases that cite this headnote Libel and Slander [34] @Self-defense Under California law, there is no privilege to defame in self-defense. Cases that cite this headnote Libel and Slander @Self-defense Under Florida law, as predicted by the district court, there is no privilege to defame in self-defense. Cases that cite this headnote [35] Libel and Slander @Self-defense Self-defense privilege permits speaker to call accuser liar, but she or he may not include in reply defamatory matter that is irrelevant or that speaker knows or believes to be false. [36] Cases that cite this headnote Federal Civil Procedure @Fact issues Issue of whether defendant’s public responses to plaintiffs’ accusations that he had sexually assaulted them were knowingly false presented fact question precluding dismissal of plaintiffs’ defamation claims against defendant on basis of WestlawNext Filed 01/08/16 Page 7 of 26 self-defense privilege. Cases that cite this headnote Libel and Slander @Injury from Defamation Libel and Slander @ Nominal or substantial damages Under “libel-proof plaintiff’ doctrine, when plaintiff's reputation is so diminished at time of publication of allegedly defamatory material that only nominal damages at most could be awarded because person’s reputation was not capable of sustaining further harm, plaintiff is deemed to be libel-proof as matter of law and is not permitted to burden defendant with trial. Cases that cite this headnote Libel and Slander @ Injury from Defamation Florida has not adopted libel-proof plaintiff doctrine. Cases that cite this headnote Libel and Slander @Injury from Defamation “Incremental harm doctrine” measures harm inflicted by allegedly defamatory statements beyond harm imposed by rest of publication, and if that harm is determined to be nominal or nonexistent, statements are dismissed as not actionable. Cases that cite this headnote

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 8 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) Libel and Slander @ Injury from Defamation Under Florida law, incremental harm doctrine is not defense to defamation claim. Cases that cite this headnote Attorneys and Law Firms Joseph Cammarata, Matthew W. Tievsky, Cchaikin, Sherman, Cammarata & Siegel, P.C., Washington, DC, Andrew M. Abraham, Abraham & Associates, P.C., Boston, MA, for Plaintiffs. Christopher Tayback, Marshall M. Searcy, II, Quinn Emanuel Urquhart Oliver & Hedges, LLP, Los Angeles, CA, Francis D. Dibble, Jr., Elizabeth S. Zuckerman, Jeffrey E. Poindexter, Bulkley, Richardson & Gelinas, John J. Egan, Egan, Flanagan & Cohen, PC, Springfield, MA, Robert P. Lobue, Patterson Belknap Webb & Tyler, LLP, New York, NY, for Defendant. MEMORANDUM AND ORDER REGARDING DEFENDANT’S MOTIONS TO DISMISS PLAINTIFFS’ COMPLAINT MASTROIANNI, United States District Judge I. INTRODUCTION *1 On December 10, 2014, Tamara Green filed a complaint alleging that William H. Cosby, Jr. (“Defendant”) publicly defamed her in statements made by individuals operating at his direction and/or within the scope of their employment. (Dkt. No. 1, Compl.) The complaint was subsequently amended to include similar claims by two additional plaintiffs, Therese Serignese and Linda Traitz (collectively, the three are referred to as “Plaintiffs”). (Dkt. No. 13, Am. Compl.) Defendant filed motions to dismiss Plaintiffs’ amended complaint in its entirety (Dkt. Nos. 21, 22, 23), which Plaintiffs opposed. (Dkt. No. 31.) Plaintiffs then sought leave to file a second WestlawNext amended complaint and, on April 16, 2015, the court granted Plaintiffs’ request. Green v. Cosby, 99 F.Supp.3d 223, —— -—- ——, 2015 WL 1736487, at *2-3 (D.Mass.2015). Plaintiffs’ second amended complaint (“SAC”) supplemented factual allegations with respect to an allegedly defamatory statement directed at Green.' (Dkt. No. 48, SAC.) The court held a hearing on the matter and considered the written filings. Il. JURISDICTION The SAC contains three defamation counts brought pursuant to state law. Defamation is not actionable under federal law. Federal courts have jurisdiction over suits brought pursuant to state law where there is complete diversity of citizenship between the adversaries and the amount in controversy exceeds a threshold amount of $75,000. 28 U.S.C. § 1332; Arbaugh v. Y&H Corp., 546 U.S. 500, 513, 126 S.Ct. 1235, 163 L.Ed.2d 1097 (2006). Based on the content of the complaint, which Defendant has not disputed, the court finds Defendant is a citizen of Massachusetts and Plaintiffs are citizens of either California or Florida. (SAC {J 2, 4-6.) Plaintiffs each assert they are entitled to damages in excess of the statutory threshold amount. In the absence of any challenge from Defendant, the court finds it has jurisdiction in this case pursuant to 28 U.S.C. § 1332. Ill. MOTION TO DISMISS STANDARD When considering a motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, the court must accept all well-pleaded facts as true and draw all reasonable inferences in favor of the plaintiff. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009); see also San Gerénimo Caribe Project, Inc. v. Acevedo-Vild, 687 F.3d 465, 471 (1st Cir.2012). The burden is on the moving party to demonstrate that even when viewed in the light most favorable to the plaintiff, the complaint lacks “sufficient factual matter” to state an actionable claim for relief that is “ ‘plausible on its face.’ ” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Jd. When evaluating the sufficiency of the factual allegations contained in the complaint, the court must be careful both to credit the

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 9 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) factual assertions made by the plaintiff and to disregard “Tt]hreadbare recitals of the elements of a cause of action, supported by mere _ conclusory statements.” Jd. “Determining whether a complaint states a plausible claim for relief’ is a “context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Jd. at 679, 129 S.Ct. 1937. A complaint must survive a motion to dismiss if the facts alleged are sufficient as to each element to “raise a right to relief above the speculative level.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955; see also Lister v. Bank of Am., N.A., 790 F.3d 20, 23 (1st Cir.2015) (“Dismissal for failure to state a claim is appropriate if the complaint does not set forth factual allegations, either direct or inferential, respecting each material element necessary to sustain recovery under some actionable legal theory.” (internal quotation marks omitted)). IV. FACTS AS ALLEGED BY PLAINTIFFS’ *2 During the 1970s, Defendant, “an internationally known actor and comedian,” met each Plaintiff and subsequently sexually assaulted her. (SAC {J 3, 7, 18-21, 39, 47-48, 57, 63.) With respect to Plaintiff Green, “[o]n a certain date in the early 1970s,” Defendant offered her two pills, telling her they were over-the-counter cold medicine. (/d. J{[ 10, 12.) She took the pills and became weak and dizzy. Ud. §| 13-14.) Defendant then drove Plaintiff Green to her apartment, where he subjected her to sexual contact against her will and despite her repeated demands to stop. Ud. J§ 17-21.) Plaintiff Green was unable to defend herself during the sexual assault because she remained weak and vulnerable. (Jd. { 22.) In 1970, Plaintiff Traitz met Defendant while working as a waitress. (Id. { 57.) On one occasion she accepted a ride home from Defendant, but he instead drove her to a beach. (/d. {| 58-59.) He parked his car and then opened a briefcase containing pills and urged Plaintiff Traitz to take some pills “to relax.” (/d. { 60.) When Plaintiff Traitz declined the pills, Defendant groped her, pushed her down, and attempted to lie on top of her, despite her resistance. (Id. [| 62-63.) Plaintiff Serignese met Defendant in Las Vegas in 1976 and attended his show. (/d. [{ 39, 42-43.) Afterwards, she was invited to a room backstage where Defendant gave her two pills and instructed her to take them. (/d. {J 43-44.) Plaintiff Serignese complied and the pills caused her to be in an altered state of consciousness. (Jd. {J 44-45.) While she was in this altered state, Defendant subjected her to sexual contact without her consent. (Jd. WestlawNext Wl 47-48.) Like Plaintiff Green, Plaintiff Serignese was physically unable to defend herself. (Id. J 49.) Many years later, in February of 2005, the Philadelphia Daily News published an interview with Plaintiff Green in which she publicly disclosed the sexual assault that had occurred in the 1970s. (/d. {| 24.) Plaintiff Green also disclosed the allegations during appearances on television shows around the same time. (/d.) Nine years later, on or about February 7, 2014, Newsweek published an interview with Plaintiff Green in which she repeated her description of being sexually assaulted by Defendant in the 1970s. (Id. J 27.) On November 18, 2014, Plaintiff Traitz made an entry on her personal Facebook page publicly disclosing that Defendant had sexually assaulted her. (id. J 64.) The following day, Plaintiff Serignese publicly disclosed that she had been sexually assaulted by Defendant.’ (Id. J 50.) Several days later, on November 22, 2014, details of Plaintiff Green’s sexual assault were published by the Washington Post. (Id. J 31.) Plaintiffs allege that Defendant, acting through his agents,’ issued statements to the media in response to the public disclosures made by Plaintiffs. (Ud. Jl 25-26, 28-29, 30, 32-35, 37-38, 51-53, 55-56, 65-68, 70-71.) Defendant knew each statement was false at the time it was made. (/d. Jf 36, 54, 69, 79, 90, 101.) Despite knowing the statements were false, Defendant directed the statements be made. (/d. {§| 37, 55, 70.) Each of the statements was widely read by many people, including Plaintiffs’ families, friends, and neighbors, and Plaintiffs suffered damages, including to their reputations, as a result of the publication of the statements. (/d. J 38, 56, 71, 80-82, 91-93, 102-104.) The statements were made as follows: A. Newsweek Statement—February 7, 2014 *3 Prior to the publication of Newsweek’s interview with Plaintiff Green in February of 2014, Defendant, acting through a publicist, believed by Plaintiffs to be David Brokaw (“Brokaw”), made a statement to Newsweek. (Id. ¥{_ 28-30.) The publicist provided the statement to Newsweek while acting as Defendant’s authorized agent, employee, or authorized representative and he knew or should have known the statement was false when it was made. (/d. [| 29, 77-78) The statement was appended to the end of the story and read, in its entirety: This is a 10-year-old, discredited accusation that proved to be nothing at the time, and is still

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 10 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) nothing. (Dkt. No. 25, Decl. re: Mem. Supp. Mot. to Dismiss (“Decl. re: Mot. to Dismiss”), Ex. A at 3, hereinafter “Newsweek Statement.’’) B. November 20, 2014 Statement Two days after Plaintiff Traitz wrote on her personal Facebook page about Defendant sexually assaulting her in the 1970s, Defendant, acting through Martin D. Singer (“Singer”), released a responsive statement to numerous media outlets. (SAC { 65.) Singer gave the statement while acting as Defendant’s authorized agent, employee, or authorized representative and he knew or should have known the statement was false when it was made. (Jd. 53, 99-100.) The statement read, in its entirety, as follows: Ms. Traitz is the latest example of people coming out of the woodwork with fabricated or unsubstantiated stories about my client. Linda Joy Traitz is making ridiculous claims and suddenly seems to have a lot to say about a fleeting incident she says happened with my client more than 40 years ago, but she hasn’t mentioned either her 3 year incarceration or her extensive criminal record with charges spanning from the 1980’s through 2008. For the first time, she is claiming that in approximately 1970, my client supposedly drove her to the beach and had a briefcase filled with drugs and offered her pills to relax, which she says she turned down and demanded to be taken home after Mr. Cosby came on to her. There was no briefcase of drugs, and this is an absurd fabrication. Ms. Traitz’s long criminal record for numerous offenses including charges for criminal fraud, possession of Oxycodone, cocaine possession, marijuana possession, and possession of drug paraphernalia, speaks for itself. As the old saying goes, “consider the source.” (Decl. re: Mot. to Dismiss, Ex. F at 1, hereinafter “November 20, 2014 Statement.’’) C. November 21, 2014 Statement On November 21, 2014, Defendant, again acting through Singer, released a responsive statement to numerous WestlawNext media outlets. (SAC Jf 51, 67.) Singer gave the statement while acting as Defendant’s authorized agent, employee, or authorized representative and he knew or should have known the statement was false when it was made. (Jd. 53, 88-89, 99-100.) The statement responded to allegations by Plaintiffs Traitz, Serignese, and other individuals who are not parties to this suit, without directly identifying any individuals by name, and read, in its entirety, as follows: The new, never-before-heard claims from women who have come forward in the past two weeks with unsubstantiated, fantastical stories about things they say occurred 30, 40, or even 50 years ago have escalated far past the point of absurdity. These brand new claims about alleged decades-old events are becoming increasingly ridiculous, and it is completely illogical that so many people would have said nothing, done nothing, and made no reports to law enforcement or asserted civil claims if they thought they had been assaulted over a span of so many years. *4 Lawsuits are filed against people in the public eye every day. There has never been a shortage of lawyers willing to represent people with claims against rich, powerful men, so it makes no sense that not one of these new women who just came forward for the first time now ever asserted a legal claim back at the time they allege they had been sexually assaulted. This situation is an unprecedented example of the media’s breakneck rush to run stories without any corroboration or adherence to traditional journalistic standards. Over and over again, we have refuted these new unsubstantiated stories with documentary evidence, only to have a new uncorroborated story crop up out of the woodwork. When will it end? It is long past time for this media vilification of Mr. Cosby to stop. (Decl. re: Mot. to Dismiss, Ex. D at 1, hereinafter “November 21, 2014 Statement.’’) D. Washington Post Statement, November 22, 2014 On November 22, 2014, the Washington Post published its interview with Plaintiff Green, along with a responsive statement from Defendant. (SAC {{ 31-33.) Defendant, acting through Walter M. Phillips Jr. (“Phillips”), either “gave” the statement to the Washington Post in 2014, or “originally published” the statement in 2005 with the expectation and intent that the statement be republished if

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 11 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) Plaintiff Green’s allegations were reported again in the future, as occurred in November of 2014. (/d. J{| 34-35.) Phillips provided the statement while acting as Defendant’s authorized agent, employee, or authorized representative and he knew or should have known the statement was false when it was made. (/d. J 26, 77-78.) The article quoted Phillips as stating Plaintiff Green’s allegations were “absolutely false.” (Dkt. No. 20, Pls.’ Mem. Supp. re: Mot. for Leave to File Second Am. Compl. (“Mem. re: Mot. to Am.”) 15, Exs. B and C.) Phillips also stated: “Mr. Cosby does not know the name Tamara Green or Tamara Lucier [her maiden name] and the incident she describes did not happen.” (d.) In addition, Phillips stated the publication of “an uncorroborated story of an incident that is alleged to have happened thirty years ago” was “irresponsible.” (Id.)° The Washington Post publishes articles both online and in print. The online version of the article is dated November 22, 2014 (“November 22, 2014 Washington Post Online Article”) and the print version is dated November 23, 2014 (“November 23, 2014 Washington Post Print Article”). (Mem. re: Mot. to Am., Exs. B and C.) In the November 23, 2014 Washington Post Print Article, Phillips is identified as “[a]nother Cosby attorney” and the statement is identified as having been “issued this past week.” (Mem. re: Mot. to Am., Ex. B.) After publishing the original articles, the Washington Post issued slightly different correction notices with respect to both the online and print versions of the article, and, by December 12, 2014, had incorporated the correction itself into the body of the November 22, 2014 Washington Post Online Article. (Mem. re: Mot. to Am, Ex. C; Dkt. No. 28, Decl. re: Opp. to Pls.’ Mot. for Leave to File Second Am. Compl., Ex. 1.) Plaintiffs attached a copy of the corrected version of the November 22, 2014 Washington Post Online Article, which included the correction notice at the top of the article, as an exhibit in support of their motion for leave to file a second amended complaint. (Mem. re: Mot. to Am., Ex. C.) In this corrected version of the November 22, 2014 Washington Post Online Article, dated December 12, 2014, the text has been changed from the print version® to identify Phillips as “[a] previous Cosby attorney” and the statement is identified as having been “issued in 2005 when the allegations first surfaced.” (Id. at 15.) The correction notice to the online version reads in its entirety: “This story originally said Cosby lawyer Walter M. Phillips Jr. had denied the allegations of Tamara Green in a statement issued during the past week. The statement was made when Green’s allegations first surfaced in 2005. The story has been corrected.” (/d. at 1.)’ WestlawNext V. DISCUSSION A. Choice of Law *5 ll 2ltFlederal courts sitting in diversity apply state substantive law and federal procedural law.” Gasperini v. Ctr. for Humanities, Inc., 518 U.S. 415, 427, 116 S.Ct. 2211, 135 L.Ed.2d 659 (1996). The court “determine[s] which state’s law applies by applying the choice of law rules of the forum state,” in this case, Massachusetts. /n re Volkswagen & Audi Warranty Extension Litig., 692 F.3d 4, 14 (1st Cir.2012). In tort cases, Massachusetts courts “consider choice-of-law issues ‘by assessing various choice-influencing considerations,’ ... including those provided in the Restatement (Second) of Conflict of Laws (1971).” Cosme v. Whitin Mach. Works, Inc., 417 Mass. 643, 632 N.E.2d 832, 834 (1994) (internal citation omitted) (quoting Bushkin Assocs., Inc. v. Raytheon Co., 393 Mass. 622, 473 N.E.2d 662, 668 (1985)). SlPursuant to section 150 of the Restatement (Second) of Conflict of Laws, “the law of the state where the defamed person was domiciled at the time of publication applies ‘if the matter complained of was published in that state.’ ” Davidson v. Cao, 211 F.Supp.2d 264, 274 (D.Mass.2002) (quoting Restatement (Second) Conflict of Laws § 150(2) & cmt. b). The statements at issue in this case were published nationally, so the court applies the law of the state in which each Plaintiff was domiciled when the alleged publication occurred. Accordingly, California law applies relative to the claims of Plaintiff Green and Florida law applies as to the claims of Plaintiffs Traitz and Serignese. B. Statute of Limitations as to Claim Based on the Washington Post Statement The original cause of action asserted by Plaintiff Green referred to allegedly defamatory statements made by Defendant, through his agents, published in Newsweek and the Washington Post in 2014. Two days after this action was filed, the Washington Post issued the corrections indicating Phillips’ statement (on behalf of Defendant) had actually been made in 2005 when Plaintiff Green first publicly disclosed the alleged sexual assault, and not in 2014 after Green publicly repeated these allegations. Thereafter, Plaintiffs filed the SAC, in which they continued to allege that Defendant, through Phillips, “gave” the statement to the Washington Post in 2014. (SAC { 34.) The SAC also alleges “[i]n addition, or in the alternative,” that the statement was originally published in 2005 with Defendant’s “expectation and intent that the statement would be republished by news outlets in the event that Plaintiff Green should repeat her accusations,

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 12 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) and/or should these accusations be reported again, on a later date.” (/d. J 35.) Furthermore, Plaintiffs allege, “it was reasonably foreseeable” that Defendant’s 2005 statement would be republished by news media in stories regarding Green’s repeated allegations, including the November 22, 2014 Washington Post article. (Id.) Defendant argues Plaintiff Green’s claim based on the November 22, 2014 Washington Post article is barred by the statute of limitations. (Dkt. No. 24, Def.’s Mem. Supp. of Mots. to Dismiss (“Def.’s Mem.”) 9-11); Dkt. No. 27, Def.’s Opp’n to Pls.’ Mot. for Leave to File Second Am. Compl.) California has adopted a one-year statute of limitations for defamation claims. See Cal. Code Civ. Pro. § 340(c). According to Defendant, the “single publication tule” mandates that the limitations period commences on the date the statement was first published, in this case 2005, thereby rendering Green’s claim untimely. As an initial matter, the parties contest whether the court may even consider the Washington Post correction in ruling on Defendant’s motion to dismiss. According to Plaintiffs, because the correction contains no actionable defamatory language, it is not central to Green’s claim and thus is not incorporated into the pleadings. Plaintiffs, however, attached a copy of the corrected November 22, 2014 Washington Post Online Article as an exhibit in support of their motion for leave to file a second amended complaint. (Mem. re: Mot. to Am., Ex. C.) Plaintiffs cannot rightfully have benefited from their own reliance on the correction and then assert they should also be shielded from what it says. Accordingly, while Plaintiffs did not attach the correction to the SAC following the court’s allowance of their motion for leave to amend, the court believes, as a matter of fair and practical application of Rule 10(c) of the Federal Rules of Civil Procedure, their strategic use of that correction should have the same effect. See Trans—Spec Truck Serv. v. Caterpillar Inc., 524 F.3d 315, 321 (1st Cir.2008) (“Exhibits attached to the complaint are properly considered part of the pleading ‘for all purposes’ including Rule 12(b)(6).” (quoting Fed R. Civ. P. 10(c))); West v. Temple, Civil Action No. 5:14-CV-86 (MTT), 2015 WL 757650, at *4 (M.D. Ga. Feb. 23, 2015) (“The Court will consider the information contained in the ‘carbon-copy grievance’ attached to [the plaintiff's] motion to amend as part of his Complaint.”); cf. Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 48 (2d Cir.1991) ( “[T]he problem that arises when a court reviews statements extraneous to a complaint generally is the lack of notice to the plaintiff that they may be so considered; it is for that reason—requiring notice so that the party against whom the motion to dismiss is made may respond—that Rule 12(b)(6) motions are ordinarily converted into summary judgment VWestlawNext motions. Where plaintiff has actual notice of all the information in the movant’s papers and has relied upon these documents in framing the complaint the necessity of translating a Rule 12(b)(6) motion into one under Rule 56 is largely dissipated.”). At the very least, therefore, the court believes it may consider the correction to the November 22, 2014 Washington Post Online Article, even though Plaintiffs did not formally attach it to the SAC.® *6 Plaintiffs next assert that even if the court considers the correction, it is not inconsistent with the allegation in paragraph 34 of the SAC that Phillips in 2014 “gave” the Washington Post the statement, even if it was originally published in 2005.° Defendant, on the other hand, contends Plaintiffs’ allegation is contradicted by the correction and the court cannot now credit their allegation. See Yacubian v. United States, 750 F.3d 100, 108 (1st Cir.2014) (“ ‘[W]hen a written instrument contradicts allegations in the complaint to which it is attached, the exhibit trumps the allegations.’ ” (quoting Young v. Wells Fargo Bank, N.A., 717 F.3d 224, 229 n. 1 (1st Cir.2013))). The court agrees with Plaintiffs that the correction is not necessarily inconsistent with the allegation that Defendant (through Phillips) “gave” the statement to the Washington Post in 2014. The term “gave” does not necessarily mean verbally speaking the words but could be taken to mean, at this stage of the litigation, that Defendant’s agent referred the Washington Post to the old statement or otherwise made the newspaper aware of the statement. Defendant asserts that because this allegation is “threadbare” and “speculative,” the court should disregard it. See Penalbert—Rosa v. Fortuno—Burset, 631 F.3d 592, 595 (1st Cir.2011). The Supreme Court has explained, however, that “the pleading standard Rule 8 announces does not require ‘detailed factual allegations.’ ” Igbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). Plaintiffs have explained in their opposition to dismissal that paragraph 34 of the SAC should be read to mean “that in November of 2014, Mr. Phillips gave the Washington Post a copy of a statement that he originally published in 2005; or that, in November of 2014, Mr. Phillips directed the Washington Post to republish the older statement.” (Dkt. No. 32, Pls.” Mem. Supp. Opp’n to Def.’s Mots. to Dismiss (“Pls.’” Mem.) 32-33.) See Penalbert-Rosa, 631 F.3d at 596 (indicating that a plaintiff may supply a missing detail in an opposition to a motion to dismiss). Plaintiffs also argue the Washington Post, in 2014, originally reported in an unambiguous way the statement had been “issued this past week.” At this stage of the litigation, before the commencement of the discovery process, this provides a good-faith basis for Plaintiffs to allege Defendant, through an agent, by some

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 13 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) means “gave” the statement to the newspaper in 2014. See Rodriguez—Vives v. P.R. Firefighters Corps, 743 F.3d 278, 286 (1st Cir.2014) (explaining that the “threadbare” and “speculative” exception to assuming a plaintiff’s factual allegations as true only applies when it is “clear that the plaintiff is merely speculating about the fact alleged and therefore has not shown that it is plausible that the allegation is true”). The online correction merely states “the statement was made when Green’s allegations first surfaced in 2005.” (Mem. re: Mot. to Am., Ex. C.) This does not rule out the possibility, consistent with paragraph 34 of the SAC, that although Phillips originally “made” the statement in 2005, he also provided or directed the same statement to the Washington Post in 2014 in response to Green’s more recent public accusations. See Shively v. Bozanich, 31 Cal.4th 1230, 7 Cal.Rptr.3d 576,80 P.3d 676, 683 (2003) (“The rule that each publication of a defamatory statement gives rise to a new cause of action for defamation applies when the original defamer repeats or recirculates his or her original remarks to a new audience.”). The discovery process may very well bear this issue out and sharpen the parties’ arguments on this point, but at this stage the court must resolve all reasonable inferences in Plaintiffs’ favor."° Dismissal of a portion of Plaintiff Green’s claim based on a correction made to the Washington Post article is not warranted on statute of limitations grounds. (41 SlMost importantly, even if Defendant’s reading of the correction were accurate and the court declined to accord paragraph 34 of the SAC the presumption of truth, Defendant’s statute of limitations argument would still fail based on Plaintiffs’ theory asserted in paragraph 35 of the SAC. As discussed, Plaintiffs allege in paragraph 35, “[iJn addition, or in the alternative, to paragraph 34,” that Phillips “originally published” the statement in 2005 “with the expectation and intent” that the statement be republished if Plaintiff Green’s allegations were reported again in the future. (SAC J 35.) “In general, the repetition by a new party of another person’s earlier defamatory remark also gives rise to a separate cause of action for defamation against the original defamer, when the repetition was reasonably foreseeable.” Shively, 7 Cal.Rptr.3d 576, 80 P.3d at 683; see also Mitchell v. Superior Court, 37 Cal.3d 268, 208 Cal.Rptr. 152, 690 P.2d 625, 633 (1984) (“According to the Restatement (Second) of Torts (1977) section 576, the original defamer is liable if either ‘the repetition was authorized or intended by the original defamer’ (subd. (b)) or ‘the repetition was reasonably to be expected’ (subd. (c)). California decisions follow the restatement rule.’”’); Schneider v. United Airlines, Inc., 208 Cal.App.3d 71, 256 Cal.Rptr. 71, 74 (1989) (“[T]he originator of the WestlawNext defamatory matter can be liable for each ‘repetition’ of the defamatory matter by a second party, ‘if he could reasonably have foreseen the repetition.’ ” (quoting McKinney v. Cty. of Santa Clara, 110 Cal.App.3d 787, 168 Cal.Rptr. 89, 93 (1980))). “It is the foreseeable subsequent repetition of the remark that constitutes publication and an actionable wrong in this situation, even though it is the original author of the remark who is being held accountable.” Shively, 7 Cal.Rptr.3d 576, 80 P.3d at 683. The court does not agree with Defendant’s assertion that, under the “single publication rule,” Plaintiff Green’s defamation claim accrued exclusively in 2005 and the limitations period did not reset upon the issuance of the November 22, 2014 Washington Post article. *7 In Shively, the California Supreme Court extensively set forth the history and rationale of the single publication tule. The court explained: Under the common law as it existed in the 19th century and early part of the 20th century, the principle that each communication of a defamatory remark to a new audience constitutes a separate “publication,” giving rise to a separate cause of action, led to the conclusion that each sale or delivery of a copy of a newspaper or book containing a defamation also. constitutes a separate publication of the defamation to a new audience, giving rise to a separate cause of action for defamation. ... This conclusion had the potential to subject the publishers of books and newspapers to lawsuits stating hundreds, thousands, or even millions of causes of action for a single issue of a periodical or edition of a book. This conclusion also had the potential to disturb the repose that the statute of limitations ordinarily would afford, because a new publication of the defamation could occur if a copy of the newspaper or book were preserved for many years and then came into the hands of a new reader who had not discovered it previously. The statute of limitations could be tolled indefinitely, perhaps forever, under this approach.

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 14 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) (l7g., 7 Cal.Rptr.3d 576, 80 P.3d at 683-84 (internal citations omitted). In response to these concerns, “courts fashioned what became known as the single-publication tule, holding that, for any single edition of a newspaper or book, there was but a single potential action for a defamatory statement contained in the newspaper or book, no matter how many copies of the newspaper or the book were distributed.” /d., 7 Cal.Rptr.3d 576, 80 P.3d at 684." Critically, however, “[nJotwithstanding the single-publication rule, a new edition or new issue of a newspaper or book still constitutes a new publication, giving rise to a new and separate cause of action and a new accrual date for the purpose of the statute of limitations.” Id., 7 Cal.Rptr.3d 576, 80 P.3d at 685, n. 7; see also id., 7 Cal.Rptr.3d 576, 80 P.3d at 685 (“Accrual at that point is believed to provide adequate protection to potential plaintiffs, especially in view of the qualification that repetition of the defamatory statement in a new edition of a book or newspaper constitutes a new publication of the defamation that may give rise to a new cause of action, with a new accrual date.”). Therefore, if Green had asserted a claim based merely on the original 2005 article containing Phillips’ statements, the single publication rule would operate to bar such a claim because accrual would have occurred “on the ‘first general distribution of the publication to the public.’ ” Jd., 7 Cal.Rptr.3d 576, 80 P.3d at 685 (quoting Belli v. Roberts Bros. Furs, 240 Cal.App.2d 284, 49 Cal.Rptr. 625, 629 (1966)). Because Green’s claim is instead based on the November 22, 2014 Washington Post article, an entirely different issuance, the single publication rule does not apply. See id., 7 Cal.Rptr.3d 576, 80 P.3d at 685 & n. 7; Schneider, 256 Cal.Rptr. at 74-75 (“ ‘[T]he single publication rule ... does not include separate aggregate publications on different occasions.’ ” (quoting Kanarek v. Bugliosi, 108 Cal.App.3d 327, 166 Cal.Rptr. 526, 530 (1980))); cf. Christoff v. Nestle USA, Inc., 47 Cal.4th 468, 97 Cal.Rptr.3d 798, 213 P.3d 132, 138 (2009) (“The prefatory note to the uniform act states that under the single-publication rule ‘any single integrated publication, such as one edition of a newspaper or magazine, or one broadcast, is treated as a unit, giving rise to only one cause of action.” ” (quoting Unif. Single Publ’n Act, 14 U.L.A. 469 (2005))). Accordingly, Defendant has not established that Plaintiff Green’s claim based on the November 22, 2014 Washington Post article is barred by California’s statute of limitations and, consistent with paragraph 35 of the SAC, he may be held liable for the foreseeable republication of Phillips’ 2005 statement. See Shively, 7 Cal.Rptr.3d 576, 80 P.3d at 683. *8 Accordingly, the court will not dismiss any portion of WestlawNext Plaintiff Green’s claim based on a single publication theory that the statute of limitations has expired. C. Adequacy of Plaintiffs’ Defamation Allegations Having determined the laws of California and Florida are applicable and that the claim related to the Washington Post Statement is not barred by the statute of limitations, the court next considers the substance of Plaintiffs’ defamation claims. Both California and Florida recognize the following essential elements of defamation: (1) a publication; (2) that is false; (3) defamatory, meaning damaging to the good reputation of the person who is the subject of the statement; (4) made by an actor with the requisite degree of fault; (5) is not protected by any privilege; and (6) causes injury to the subject.” See, e.g., Jews For Jesus, Inc. v. Rapp, 997 So.2d 1098, 1106 (Fla.2008); Taus v. Loftus, 40 Cal.4th 683, 54 Cal.Rptr.3d 775, 151 P.3d 1185, 1209 (2007), abrogated on other grounds by Oasis West Realty, LLC v. Goldman, 51 Cal.4th 811, 124 Cal.Rptr.3d 256, 250 P.3d 1115 (2011); Blatty v. N.Y. Times Co., 42 Cal.3d 1033, 232 Cal.Rptr. 542, 728 P.2d 1177, 1182-83, 1186 (1986). Defendant moves to dismiss Plaintiffs’ claims, alleging inadequacies related to several of these elements. These challenges can generally be organized as follows. First, Defendant asserts that none of the allegedly defamatory statements contain false factual assertions that are also defamatory. As part of this argument, Defendant specifically asserts the claim based upon the November 20, 2014 Statement regarding Plaintiff Traitz fails because the statement was substantially true and the claims based upon the November 21, 2014 Statement fail because that statement was not sufficiently “of and concerning” Plaintiffs Traitz or Serignese. Second, Defendant argues he cannot be liable for defamation because Plaintiffs have failed to plead that either Defendant or his agents acted with the constitutionally required degree of fault. Third, Defendant argues the November 20, 2014 Statement did not cause Plaintiff Traitz to suffer incremental harm. Fourth, Defendant asserts the allegedly defamatory statements are protected by a “self-defense privilege.” The court addresses these arguments in turn. 1. The Statements: Factual, True, Defamatory, Of and Concerning (8lfy order for a defamation claim to survive a motion to dismiss, the allegedly defamatory statement must contain at least one false factual assertion which is also defamatory. See, e.g., Jews For Jesus, Inc., 997 So.2d at

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 15 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) 1106; Taus, 54 Cal.Rptr.3d 775,151 P.3d at 1209. Depending on the nature of the statement and the context in which it was made, courts will place different emphasis on these two components. In this case, Defendant argues three of the four statements at issue do not contain factual assertions that are false, or even capable of being false." Defendant further asserts that even if the statements can be understood as expressing false factual assertions, they are not defamatory because they do not hold Plaintiffs “ ‘up to contempt, hatred, scorn, or ridicule or tend to impair [their] standing in the community.’ ” (Def.’s Mem. 14-15 (quoting Yohe v. Nugent, 321 F.3d 35, 40 (1st Cir.2003)).) The court addresses each statement individually, applying California law to the Newsweek Statement regarding Plaintiff Green and Florida law to the November 20, 2014 and November 21, 2014 Statements as to one or both of Plaintiffs Traitz and Serignese. *9 Before delving into the state-specific analysis, the court considers the Supreme Court case law applicable to defamation cases in which the parties dispute whether a statement contains actionable statements of fact or protected statements of opinion. In Milkovich v. Lorain Journal Co., the Supreme Court reviewed the history of the tort of defamation and development of constitutional protections to ensure the tort does not interfere with “the freedom of expression guaranteed by the First Amendment.” 497 U.S. 1, 21, 110 S.Ct. 2695, 111 L.Ed.2d 1 (1990). The Court reviewed existing constitutional requirements, including that plaintiffs must (a) establish the requisite level of fault on the part of a defendant and (b) allege a statement that can “ ‘reasonably [be] interpreted as stating actual facts’ about an individual.” /d. at 20, 110 S.Ct. 2695 (quoting Hustler Magazine, Inc. v. Falwell, 485 U.S. 46, 50, 108 S.Ct. 876, 99 L.Ed.2d 41 (1988)). The Court considered whether to create an additional constitutional privilege for “anything that might be labeled ‘opinion.’ ” Jd. at 18, 110 S.Ct. 2695. In declining to adopt such a privilege, the Court explained there is not a clear division between statements of opinion and fact. “If a speaker says, ‘in my opinion John Jones is a liar,’ [the speaker] implies a knowledge of facts which lead to the conclusion that Jones told an untruth” and, as a result, such a statement may imply a false assertion of fact by failing to state what it was based on or because any facts referenced are incorrect or incomplete. /d. The Supreme Court directs courts to determine “whether a reasonable factfinder could conclude that the [allegedly defamatory] statements ... imply an assertion [of fact]” and whether that assertion “is sufficiently factual to be susceptible of being proved true or false,’ rather than simply determine whether a statement expresses an opinion or asserts a fact. Jd. at 21, 110 S.Ct. 2695. At this stage of the litigation, the court’s VWestlawNext concern is whether any fact contained in or implied by an allegedly defamatory statement is susceptible to being proved true or false; if so capable, Defendant cannot avoid application of defamation law by claiming the statement expresses only opinion. See Ferlauto v. Hamsher, 74 Cal.App.4th 1394, 88 Cal.Rptr.2d 843, 849 (1999); Zambrano v. Devanesan, 484 So.2d 603, 606 (Fla.Dist.Ct.App.1986). Ultimately, if Plaintiffs’ claims survive this initial challenge, Defendant will have the opportunity, at the procedurally appropriate time, to fully develop a defense based on the truth of the facts contained in or implied by each statement. a. The Newsweek Statement Pertaining to Plaintiff Green i. Substantially True M1 Gel Ui U2iDefendant argues the Newsweek Statement—‘“This is a 10-year-old, discredited accusation that proved to be nothing at the time, and is still nothing”’—does not contain any defamatory content because it is true. Even if a statement is offensive, it cannot be the basis for a defamation suit if it is true. Smith v. Maldonado, 72 Cal.App.4th 637, 85 Cal.Rptr.2d 397, 403 (1999). While a “defendant need not justify the literal truth of every word,” to prevail in a defamation action, the defendant must “prove[ ] true the substance of the charge.” Jd. An “ ‘imputation is substantially true’ ” if it “Sustif[ies] the ‘gist or sting’ ” of the remark. Jd. (quoting Campanelli v. Regents of Univ. of Cal., 44 Cal.App.4th 572, 51 Cal.Rptr.2d 891, 897 (1996)). It is uncontested that the meaning of the first part of the statement is accurate—Plaintiff Green had first made her accusations approximately ten years earlier. As to the rest of the statement, Defendant argues the substance is true because (1) Plaintiff Green’s attorney disciplinary issues in California, which are not mentioned in the statement, were sufficient to discredit her and (2) the substance of the allegations was never the subject of a civil or criminal legal proceeding. The court does not agree. First, Plaintiff Green does not claim the language in the Newsweek Statement is defamatory because it describes her as being a discredited person related to her legal profession. Rather, she argues the statement asserts that her sexual assault allegation was discredited. Second, an absence of civil or criminal proceedings does not establish that an allegation was “discredited” or “proved to be nothing.” In the absence of legal proceedings, Plaintiff Green’s allegations could not have been established to lack legal

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 16 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) merit at a court hearing. The statement attributable to Defendant implies the allegations were somehow truly disproven without stating how or where, thereby failing to self-authenticate as a statement of true fact. A statement is considered false for the purposes of defamation if “it would have a different effect on the mind of the reader from that which the pleaded truth would have produced.” Hughes v. Hughes, 122 Cal.App.4th 931, 19 Cal.Rptr.3d 247, 251 (2004) Gnternal quotation marks and citation omitted). For that reason, California courts “look to what is explicitly stated as well as what insinuation and implication can be reasonably drawn from _ the communication.” Forsher v. Bugliosi, 26 Cal.3d 792, 163 Cal.Rptr. 628, 608 P.2d 716, 721 (1980). ii. Opinion or Fact (SI 041 ISH y addition to asserting the Newsweek Statement is not defamatory since it is substantially true, Defendant argues it is not defamatory because it expresses an opinion rather than a fact capable of being proved false. California courts have interpreted the Supreme Court’s decision in Milkovich as establishing that the First Amendment only prohibits defamation liability for the expression of an opinion where the factual basis for the opinion is provided, the facts provided are true, and the opinion does not imply false assertions of facts. GetFugu, Inc. v. Patton Boggs LLP, 220 Cal.App.4th 141, 162 Cal.Rptr.3d 831, 842 (2013) (citing Milkovich, 497 U.S. at 18-19, 110 S.Ct. 2695 and McGarry v. Univ. of San Diego, 154 Cal.App.4th 97, 64 Cal.Rptr.3d 467, 479 (2007)). Accordingly, “it is not the literal truth or falsity of each word or detail used in a statement” which determines whether it is a potentially defamatory statement of fact; “rather, the determinative question is whether the ‘gist or sting’ of the statement is true or false, benign or defamatory, in substance.” Ringler Assocs. Inc. v. Md. Cas. Co., 80 Cal.App.4th 1165, 96 Cal.Rptr.2d 136, 150 (2000) (emphasis omitted) (internal quotation omitted); see also Campanelli, 51 Cal.Rptr.2d at 897. The court can, as a matter of law, find a statement is not actionable, but when an allegedly defamatory statement can reasonably be interpreted as either stating or implying a false fact or articulating an opinion, California courts put the issue before a jury. See Ferlauto, 88 Cal.Rptr.2d at 849 (“If the court concludes the statement could reasonably be construed as either fact or opinion, the issue should be resolved by a jury.”’). In determining whether a statement is capable of being interpreted as asserting or implying a fact, California courts use the “totality of the circumstances test.” Jd. This test has three parts: “(1) whether the general tenor of the entire work negates the WestlawNext impression that the defendant was asserting an objective fact, (2) whether the defendant used figurative or hyperbolic language that negates that impression, and (3) whether the statement in question is susceptible of being proved true or false.” Lieberman v. Fieger, 338 F.3d 1076, 1080 (9th Cir.2003) (citations omitted) (applying California law). *10 As to the first part—general tenor—Defendant points out the statement was made “in response to serious charges” and argues this “is a strong contextual signal that the statement is non-actionable opinion.” (Def.’s Mem. 14.) Specifically, Defendant suggests the court should treat the response as a “predictable opinion,” which an average reader would understand as a one-sided attempt to bolster his position in a dispute.’ Several California courts have used the phrase “predictable opinion” to describe a statement that, due to the context in which it is made, is understood to be a one-sided expression of opinion rather than fact. However, California courts have only applied the principle to cases where the statements related to pending or completed litigation. See Dreamstone Entm’t Ltd. v. Maysalward Inc., No. 2:12—cv—02063-CAS(SSx), 2014 WL 4181026, at *6 (C.D.Cal. Aug. 18, 2014) (treating statement attributed to attorneys, and linking to recently filed complaint, as “predictable opinion” rather than statement of fact); Amaretto Ranch Breedables, LLC v. Ozimals, Inc., No. CV 10-5696 CRB, 2013 WL 3460707, at *4 (N.D.Cal. July 9, 2013) (finding the broad context of a blog entry, describing reasons for bringing lawsuit, demonstrated that the statement was a “predictable opinion,” rather than an actionable statement of fact); GetFugu, Inc., 162 Cal.Rptr.3d at 842 (finding tweet by attorney identifying opposing lawsuit as frivolous was a “predictable opinion” that could not be the basis for a defamation claim); Ferlauto, 88 Cal.Rptr.2d at 850 (finding statements describing lawsuit as “frivolous” expressed only “predictable opinion” and could not be the basis of a defamation action, especially because context and literary tone of work where statements appeared clearly indicated to readers they were reading the subjective views of partisan participants to litigation); Info. Control Corp. v. Genesis One Comput. Corp., 611 F.2d 781, 784 (9th Cir.1980) (coining phrase “predicable opinion” to describe a statement unlikely to be understood by audience as a statement of fact because of the litigation position of the maker of the statement). The context in which Defendant’s agent made the Newsweek Statement was different from the context in which California courts have identified statements as “predictable opinions”; at the time this statement was made there was no pending litigation between Defendant

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 17 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) and Plaintiff Green. Some readers may have understood any statement from Defendant to have been predictably self-serving, but there was no litigation pending when a publicist for Defendant provided the statement to the media. Accordingly, the court cannot determine at this stage that the statement fits within the “predictable opinion” doctrine recognized in California. Nor can the court conclude that the general tenor of the statement negates the impression that Defendant was asserting an objective fact. Turning next to the specific language of the statement, the phrase—“discredited accusation that proved to be nothing at the time, and is still nothing’”—has an obvious literal meaning, specifically, that Plaintiff Green’s allegations are completely without merit and have been so proven. The operative phrases are not surrounded by hyperbole or figurative language that undercuts their literal meaning. Cf. Standing Comm. on Discipline of U.S. Dist. Court v. Yagman, 55 F.3d 1430, 1440 (9th Cir.1995) (applying California law) (treating as rhetorical hyperbole the word “dishonest” because it was used within a “string of colorful adjectives”); see also Knievel v. ESPN, 393 F.3d 1068, 1077 (9th Cir.2005) (describing “slang phrases such as ‘[d]udes rollin’ deep’ and ‘[k]ickin’ it with much flavor’ ” as using loose and figurative language incapable of a “literal interpretation”). The phrasing used here allows a “reasonable factfinder [to] conclude the [statement] impl[ies] an assertion of defamatory fact,” specifically, that there was some _ unidentified investigation or hearing into the allegations which officially determined Plaintiff Green’s accusation was false. Ringler Assocs. Inc., 96 Cal.Rptr.2d at 149 (emphasis omitted). Finally, the court considers whether Defendant’s response, directly or by implication, makes a statement which is susceptible of being proved true or false. To the extent Defendant’s response implies an investigation into Plaintiff Green’s allegations was conducted, it is provable as true or false. Additionally, the gist of the statement—that Plaintiff Green fabricated her allegations—is also provable as true or false. It may take a trial to produce such proof, but Defendant’s allegations are sufficiently specific “to be susceptible to proof or disproof.” James v. San Jose Mercury News, Inc., 17 Cal.App.4th 1, 20 Cal.Rptr.2d 890, 898 (1993) (finding statements not susceptible of being proved true or false because the statements contained too many generalizations, elastic terms, and subjective elements for it to be clear what facts were stated or implied); see also Amaretto Ranch Breedables, LLC, No. CV 10-5696 CRB, 2013 WL 3460707, at *5 (finding a statement might be provable as true or false, though it would require a WestlawNext lengthy lawsuit, but determining other factors prevented statement from being defamatory). Based on this “totality of the circumstances” analysis, the court concludes a reasonable factfinder could determine, based on the context and content, the Newsweek Statement asserted or implied factual statements that were susceptible of being proved true or false. iii. Defamatory Meaning *11 "°'The court considers next whether the statement could be understood to have a defamatory meaning. Analogizing to Gibney v. Fitzgibbon, 547 Fed.Appx. 111 (3d Cir.2013) (unpublished), Defendant argues an assertion by a person that an allegation is unfounded cannot reasonably be viewed as exposing the person who made the allegation to “scorn or ridicule.” The facts of this case are easily distinguished from those in Gibney and the differences require the court to reach a different conclusion here. In Gibney, the plaintiff had contacted a company that did business with his employer to allege his employer was improperly billing the company. /d. at 112. The company responded that the allegations had been investigated and determined to be unfounded. Jd. The Third Circuit held that the company’s response, even if untrue, was not capable of a defamatory meaning because a statement that “his allegations were unfounded” would not “ ‘lower him in the estimation of the community or ... deter third parties from associating or dealing with him.’ ” /d. at 114 (quoting Tucker v. Phila. Daily News, 577 Pa. 598, 848 A.2d 113, 124 (2004)). This conclusion makes sense where the detail of business billing procedures leaves open the possibility that a person making an allegation of wrongdoing could have made an honest mistake. In this respect, it is hard to even compare an allegation regarding billing procedures to a sexual assault allegation. A neutral-toned response relative to an investigation of billing history does not impart any flavor of fabrication or moral repugnance, both of which attach to Defendant’s statement and its suggestion that Plaintiff intentionally lied about being sexually assaulted. Unlike a billing dispute, Plaintiff Green’s allegations detail a specific set of events that either occurred substantially as alleged or were fabricated, leaving no room for an honest mistake. The potential for reputational damage is increased where the response lacks the neutral tone conveyed in Gibney by the word “unfounded,” which means “lacking a sound basis in ... fact.” Webster’s Third New International Dictionary 2496 (1971). Defendant referred to serious

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 18 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) sexual assault allegations as “discredited” and “nothing,” both words suggesting that the allegations were not made in good faith. Id. at 647, 1544. Given the different nature of the allegations in this case and the wording of the response, the court cannot conclude here that, as a matter of law, Defendant’s response is incapable of negatively impacting Plaintiff Green’s reputation within the community. Ultimately, it will be up to a jury to decide whether those who read the Newsweek Statement understood it to have been defamatory. At this stage, however, the court finds Defendant has not identified sufficient grounds for dismissal of Plaintiff Green’s claims based on the Newsweek Statement. b. The Statements Pertaining to Plaintiffs Traitz and Serignese 17] 08h, Florida, as in California, “to be actionable, a defamatory publication must convey to a reasonable reader the impression that it describes actual facts about the plaintiff or the activities in which [s]he participated.” Fortson v. Colangelo, 434 F.Supp.2d 1369, 1379 (S.D.Fla.2006). Generally, a court must decide, as a matter of law, whether a statement expresses a pure opinion or a “mixed opinion” from which unstated facts are likely to be inferred. Scott v. Busch, 907 So.2d 662, 668 (Fla.Dist.Ct.App.2005)._ However, where the statement could be understood in more than one way, the question should be submitted to the trier of fact. See Ford v. Rowland, 562 So.2d 731, 735 (Fla.Dist.Ct.App.1990); see also Scott, 907 So.2d at 667. *12 'lCourts determining whether an allegedly defamatory statement is a protected expression of opinion “ “must construe the [allegedly defamatory] statement in its totality, examining not merely a particular phrase or sentence, but all of the words used in the publication.’ ” Keller v. Miami Herald Publ’g Co., 778 F.2d 711, 717 (11th Cir.1985) (applying Florida Law) (quoting Hay v. Indep. Newspapers, Inc., 450 So.2d 293, 295 (Fla.Dist.Ct.App.1984)); accord Morse v. Ripken, 707 So.2d 921, 922 (Fla.Dist.Ct.App.1998). The context in which a statement was published and whether the publisher used cautionary terms must also be considered. Keller, 778 F.2d at 717. Defendant argues the potentially defamatory aspects of the November 20, 2014 Statement (against Traitz) and the November 21, 2014 Statement (against Traitz and Serignese) constitute opinions because they are mere “rhetorical hyperbole,” and they express a subjective view rather than objectively verifiable facts. (Def.’s Mem. 19-20, 22.) With respect to the November 21, 2014 Statement, Defendant also argues the statement WestlawNext is not defamatory as to either Traitz or Serignese because the statement is not “of and concerning” either plaintiff. The court disagrees. i. November 20, 2014 Statement The November 20, 2014 Statement was a press release issued by one of Defendant’s agents for the purpose of further dissemination. The statement had two components: (1) descriptions of the allegations and (2) a description of Plaintiff Traitz’s later, and unrelated, criminal history. Plaintiff Traitz does not contest the truth of the second component of the statement related to her criminal history and does not base her defamation claim on this portion of the statement. Plaintiff Traitz instead bases her claim on the descriptions of her sexual assault allegations as “fabricated or unsubstantiated stories,” “ridiculous claims,” and, as to one __ particular allegation—that Defendant offered her drugs from a briefcase—“‘an absurd fabrication.” Defendant argues these words are either non-defamatory because they are technically accurate or rhetorical hyperbole that expresses opinion rather than stating fact. He asserts Plaintiff Traitz’s failure to publicly present any proof beyond her own words, combined with her criminal record, make her claims “unsubstantiated.”'? Defendant also argues the word “ridiculous” did not imply any false facts, but was simply rhetorical hyperbole, and the words “fabricated” and “fabrication” expressed opinions about the nature of the allegations based on her delay in coming forward and her criminal record. lThese arguments are not persuasive because the court is directed to consider the allegedly defamatory statements within the context of the entire publication. Smith v. Cuban Am. Nat’l Found., 731 So.2d 702, 705 (Fla.Dist.Ct.App.1999). Read in its entirety, one possible, and clearly defamatory, implication of the entire press release is that Plaintiff Traitz intentionally made absurdly false sexual assault allegations against Defendant. A jury must ultimately decide whether the statement asserted or implied this actual fact or merely opined that the allegations sounded far-fetched, without actually asserting or implying the allegations were false. See Ford, 562 So.2d at 735 (reversing the dismissal of a libel claim because whether statements described actual facts or were merely absurd parodies depended on factual determinations to be made by jury). When making this determination, a jury can consider that the statement was made by Defendant’s attorney. Perhaps, as Defendant argues, a jury will conclude the denigration of Plaintiff Traitz was a “one-sided” account expressing an opinion

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 19 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) and providing the basis for that opinion, and therefore is not defamatory. However, at this stage it appears that a jury could conclude that the source of the statement—a person close to the subject of the allegations—made the statement in order to communicate the fact that Plaintiff Traitz’s allegations were lies. Since the November 20, 2014 Statement can reasonably be understood as describing the actual fact that Plaintiff's allegations were false and since, at this stage, the court must accept Plaintiff Traitz’s allegations as true, the court concludes Plaintiff Traitz has adequately pled her defamation claim related to the November 20, 2014 Statement. Defendant’s request to dismiss the claim based on the November 20, 2014 Statement is denied. ii. November 21, 2014 Statement *13 Defendant argues the November 21, 2014 Statement cannot be the basis of a defamation claim because (1) it expresses opinions rather than stating facts, (2) any factual statements are not defamatory, or (3) any defamatory facts are not defamatory as to Plaintiffs Traitz and Serignese because this statement is not sufficiently “of and concerning” them. The November 21, 2014 Statement is the longest of the four statements attributed to Defendant in this suit and criticizes his accusers and the media for their various roles in the recent dissemination of the sexual assault allegations made against Defendant. Neither Plaintiff Traitz nor Plaintiff Serignese is identified by name within the statement, but it begins by identifying itself as a response to the “new, never-before-heard claims from women” who made allegations “in the past two weeks.” Plaintiff Traitz made her allegations public on November 18, 2014, and Plaintiff Serignese made her allegations public on November 19, 2014; this timing sequence clearly indicates the statement refers to them. 211 (21 [3ly Florida, expressions of opinions are non-actionable “if the speaker states the facts on which he bases his opinion,” and those facts are not “false or inaccurately presented.” Lipsig v. Ramlawi, 760 So.2d 170, 184 (Fla.Dist.Ct.App.2000). A statement is also a “pure opinion, as a matter of law, when it is based on facts which are otherwise known or available to the reader or listener.” Razner v. Wellington Reg’! Med. Ctr., Inc., 837 So.2d 437, 442 (Fla.Dist.Ct.App.2002). In determining whether any portions of the statement are defamatory, the court must consider the statement “in the context of the publication, including the audience, the means by which it was delivered, and other circumstances surrounding the statement.” Ranbaxy Labs. Inc. v. First WestlawNext Databank, Inc., No. 3:13—CV-—859-J-32MCR, 2015 WL 3618429, at *3 (M.D.Fla. June 9, 2015). Defendant’s attorney provided the November 21, 2014 Statement to the media with the intent that the statement be disseminated to the public. The statement begins by describing the allegations that had been made against Defendant during the previous two weeks as “new, never-before-heard claims” that are “unsubstantiated, fantastical stories” about events occurring “30, 40, or even 50 years ago.” The allegations are characterized as having “escalated past the point of absurdity” and “becom[e] increasingly ridiculous.” Next, the statement describes as “completely illogical” the silence, over many years, of the accusers. Implicit in this portion of the statement is the suggestion that the cause of the accusers’ decades of silence was that they did not really believe they had been assaulted. The statement continues with two sentences about the opportunities the accusers had to sue Defendant and suggests “it makes no sense” that none of the accusers had brought legal action closer in time to the alleged sexual assaults. Defendant next shifts the focus from the accusers to the media, critiquing the speed with which allegations were reported and suggesting that the reporting violated journalistic standards because the stories were run without corroboration. Finally, the statement characterizes the media’s reporting on the allegations as a “vilification” of Defendant. P4lThe truth of portions of the statement, such as the length of time between when the incidents allegedly occurred and the date on which any particular allegation became public, is uncontested. Defendant argues these statements provide readers with the truthful facts on which he based his opinion that the allegations were unsubstantiated. This analysis is flawed because when read in its entirety, the statement is capable of being understood as asserting not just that the allegations made during the previous two weeks were unsubstantiated, but also as implying they were false and entirely without merit. The court cannot predict whether a jury will actually conclude the statement implied that fact and, if so, whether the assertion of fact was false, but there is a sufficient factual question as to the meaning readers would have given to the statement to preclude dismissal at this stage. *14 Defendant maintains that, regardless of the analysis on whether there was a false statement of fact, the November 21, 2014 Statement was simply not defamatory. A statement is capable of a defamatory effect if it “naturally and proximately results in injury to another.” Cuban Am. Nat’! Found., 731 So.2d at 705. As previously discussed, to falsely accuse another of sexual

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 20 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) assault is morally repugnant; the natural result of the publication of a statement directly or indirectly indicating Plaintiffs made such false accusations is injury to their reputations. Finally, the court turns to Defendant’s argument that, even if the November 21, 2014 Statement contains defamatory statements, they were not “of and concerning” Plaintiffs Traitz and Serignese. As a matter of substantive law “a cause of action for group libel cannot be maintained unless it is shown that the libelous statements are ‘of and concerning’ the plaintiff’ Thomas v. Jacksonville TV, Inc., 699 So.2d 800, 805 (Fla.Dist.Ct.App.1997). A statement can be “of and concerning” members of a group, provided the group includes fewer than twenty-five individuals and the statement identifies and describes each plaintiff. Cf. id. The November 21, 2014 Statement was released three days after Plaintiff Traitz made her public accusation and two days after Plaintiff Serignese made hers. Nothing in the statement indicates an intention to exclude any recent accusers from its sweep, and Plaintiffs assert there were eleven women who publicly made accusations against Defendant during the two weeks prior to the publication of the November 21, 2014 Statement. (Pls.” Mem., Ex. 2 at { 2.) Taken together, these factors lead the court to the objectively reasonable inference that a factfinder could conclude the statement was “of and concerning” Traitz and Serignese. See Jacksonville TV, Inc., 699 So.2d at 805; see also Restatement (Second) of Torts § 617 cmt. a (explaining that the question of whether the statement was “of and concerning the plaintiff” is “ordinarily for the jury or trier of fact to determine’). 2. Requisite Degree of Fault 5lThe Supreme Court requires the respective defamation law of each state to include an element of fault. See Gertz v. Robert Welch, Inc., 418 U.S. 323, 347-48, 94 S.Ct. 2997, 41 L.Ed.2d 789 (1974). Recognizing the tension between providing protections for individuals’ reputations and encouraging an open and free press, the Supreme Court requires a plaintiff to demonstrate a higher level of fault when the allegedly defamatory statement concerns a public figure, rather than when it concerns a private individual outside the public sphere. /d. at 342-46, 94 S.Ct. 2997. Private-figure plaintiffs need only demonstrate a defendant (or defendant’s agent acting within the scope of the agency) acted negligently. See Mile Marker, Inc. v. Petersen Publ’g, LLC, 811 So.2d 841, 845 (Fla.Dist.Ct.App.2002); Sarver v. Hurt Locker WestlawNext LLC, No. 2:10—cv—09034-JHN-JCx, 2011 WL 11574477, at *8 n. 11 (C.D.Cal. Oct. 13, 2011). By contrast, if a plaintiff is a public figure, then such plaintiff must show the defendant (or defendant’s agent acting within the scope of the agency) acted with actual malice in uttering the defamatory remark. See Nguyen—Lam v. Cao, 171 Cal.App.4th 858, 90 Cal.Rptr.3d 205, 212 (2009); Miami Herald Publ’g Co. v. Ane, 423 So.2d 376, 382 (Fla.Dist.Ct.App.1982). Malice exists, generally, if a defendant or a defendant’s agent makes the statement knowing it is false or with reckless disregard to its truth. See Nguyen—Lam, 90 Cal.Rptr.3d at 212; Ane, 423 So.2d at 378, 382. *15 The parties have not raised the issue of Plaintiffs’ public or private status for this litigation, and Defendant argues a failure to plead sufficient facts to establish either level of fault. Accordingly, the court considers Plaintiffs to be private individuals at this stage of the litigation. See Pan Am Sys., Inc. v. Hardenbergh, 871 F.Supp.2d 6, 16 (D.Me.2012) (employing this approach in similar situation). Therefore, under both California and Florida law, Plaintiffs have sufficiently pled the requisite degree of fault if they allege facts demonstrating Defendant (or his agents acting within the scope of their agency) acted negligently. See Brown v. Kelly Broad. Co., 48 Cal.3d 711, 257 Cal.Rptr. 708, 771 P.2d 406, 425 (1989); Boyles v. Mid-Florida TV Corp., 431 So.2d 627, 634 (Fla.Dist.Ct.App.1983), aff'd 467 So.2d 282, 283 (Fla.1985). Negligence exists if the statement is made without first exercising reasonable care to determine if it is, in fact, false. Hecimovich v. Encinal Sch. Parent Teacher Org., 203 Cal.App.4th 450, 137 Cal.Rptr.3d 455, 471 (2012); Boyles, 431 So.2d at 634. Individuals not only clearly fail to exercise reasonable care if they make a statement known to be false, but also if a reasonable person would have known the statement was false. See Brown, 257 Cal.Rptr. 708, 771 P.2d at 430; Boyles, 431 So.2d at 634; Carney v. Santa Cruz Women Against Rape, 221 Cal.App.3d 1009, 271 Cal.Rptr. 30, 34 n. 2 (1990). The two legal theories for establishing fault in this case are: respondeat superior liability and direct liability. Respondeat superior is a “doctrine holding an employer or principal liable for the employee’s or agent’s wrongful acts committed within the scope of the employment or agency.” Black’s Law Dictionary 1505 (10th ed. 2014). Under the direct liability theory, Defendant would be held liable on the basis of his own fault for his conduct and involvement regarding the statements. a. Respondeat Superior Liability

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 21 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) 6lDefendant asserts the SAC does not sufficiently allege his agents possessed the requisite degree of fault necessary to hold Defendant liable for defamation on the basis of respondeat superior.’° When a third party is harmed by an agent’s conduct, the principal is subject to respondeat superior liability, a form of vicarious liability, if the agent was acting within the scope of work performed for the principal and the principal controlled or had a right to control the manner of the agent’s work. Restatement (Third) of Agency §§ 7.03, 7.07 (2006); see also Rivera v. Nat’l R.R. Passenger Corp., 331 F.3d 1074, 1080 (9th Cir.2003) (“[U]nder California law [an employer] may be held liable for defamatory statements made by its employees under the doctrine of respondeat superior ... if the defamation occurred within the scope of the employee’s employment.”); Mercury Motors Express, Inc. vy. Smith, 393 So.2d 545, 549 (Fla.1981) (“An employer is vicariously liable ... [for] the negligent acts of employees committed within the scope of _ their employment even if the employer is without fault.”). It follows that, under this theory, “a principal’s vicarious liability turns on whether the agent is liable.” Restatement (Third) of Agency § 7.03 cmt. b; see id. (“In most cases, direct liability requires fault on the part of the principal whereas vicarious liability does not require that the principal be at fault.”); accord Estate of Miller v. Thrifty Rent-A-Car Sys., Inc., 637 F.Supp.2d 1029, 1037 (M.D.Fla.2009); Palomares v. Bear Stearns Residential Mortg. Corp., No. 07cv01899 WQH (BLM), 2008 WL 686683, at *4 (S.D.Cal. Mar. 13, 2008). In order to proceed on their theory of respondeat superior liability, Plaintiffs’ SAC must include sufficient allegations supporting a finding of fault on the part of those speaking for Defendant—Phillips, Brokaw, and Singer. As discussed above, both California and Florida use a negligence standard when evaluating whether a defendant has published a defamatory statement about a private individual. See Mile Marker, Inc., 811 So.2d at 845; Sarver, 2011 WL 11574477, at *8 n. 11. This standard applies equally to authorized agents acting in the scope of their agency. See Estate of Miller, 637 F.Supp.2d at 1037; Palomares, 2008 WL 686683, at *4. *16 Defendant contends Plaintiffs’ allegations are threadbare or conclusory and cannot be the basis of a “plausible determination” that Defendant’s agents acted with fault. (Def.’s Mem. 31-32.) This argument cannot succeed if, after accepting Plaintiffs’ allegations as true, the court can reasonably infer that those speaking for Defendant—Phillips, Brokaw, and Singer—were themselves negligent. The SAC states directly and by inference that the individuals who issued the statements were professionals, employed by Defendant for purposes including speaking to the media on his behalf. (SAC {J WestlawNext 25-26, 29-30, 33-35, 37, 51-53, 55, 65-68, 70, 77, 88, 99.) Given Defendant’s prominence in the entertainment field, the court infers he surrounded himself with people accomplished in media relations and legal matters. The court also infers those making Defendant’s public statements had an open line of communication with him as well as some historical perspective on his public relations matters. Based on the facts and inferences, the court finds it plausible at this point to conclude (1) those agents would have had, at a minimum, some sense of Defendant’s alleged conduct, such that their duty of care would have required them to take steps to determine the truth or falsity of the statements, and (2) the content of their responsive statements demonstrates such reasonable care was not taken. In reaching its conclusions, the court notes that prior to the formal discovery process, facts pertaining to state of mind in defamation actions need not be alleged with extreme detail, due to the difficulty of definitively ascertaining them at this stage of litigation. See Schatz v. Republican State Leadership Comm., 669 F.3d 50, 58 (1st Cir.2012) Gn the defamation context, state of mind may be alleged generally); see also generally Fed. R. Civ. P. 9(b); Grajales v. P.R. Ports Auth., 682 F.3d 40, 49 (1st Cir.2012). The court, at this stage, accepting all of Plaintiffs’ well-pled averments as true, finds respondeat superior liability is sufficiently pled. Therefore, Defendant’s motion for dismissal on this point is denied. b. Direct Liability 8lDefendant asserts that Plaintiffs do not identify direct liability as a legal theory upon which the defamation claims can be proven. However, the SAC does state Defendant acted “by and through” each of the people who actually gave each statement alleged to be defamatory. (SAC QJ 25, 30, 33-35, 38, 51-52, 56, 65-68, 71, 73-74, 77, 80-82, 85, 88, 91-93, 96, 99, 102-04.) The SAC also states that Defendant’s agents gave the statements “‘at the direction of Defendant.” (/d. {| 37, 55, 70.) Additionally, the SAC states Defendant knew the claimed defamatory statements were false at the time they were published. (/d. GW 36, 54, 69, 79, 90, 101.) If a principal purposefully directs an agent to perform an action, and that agent performs the action, then the principal is directly responsible for the consequences of the action. See Restatement (Third) of Agency § 7.03; see also HBSC Ins. Ltd. v. Scanwell Container Line Ltd., No. CV 00-05729SVW(SHX), 2001 WL 940673, at *2 (C.D.Cal.

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 22 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) Jan. 17, 2001); Partington v. Metallic Eng’g Co., 792 So.2d 498, 501 (Fla.Dist.Ct.App.2001). lThe court is not persuaded by Defendant’s argument that Plaintiffs did not adequately plead direct liability as a named legal theory. Under the applicable federal procedural requirements, a complaint need only put a defendant on notice as to legal theories and this can be done, as here, without formally naming them; a plaintiff need not perfectly plead all legal theories. See Johnson v. City of Shelby, — U.S. -——, 135 S.Ct. 346, 190 L.Ed.2d 309 (2014) (reversing dismissal because “[f]ederal pleading rules ... do not countenance dismissal of a complaint for imperfect statement of the legal theory supporting the claim asserted”); see also id. at 347 (“ ‘The federal rules effectively abolish the restrictive theory of the pleadings doctrine, making it clear that it is unnecessary to set out a legal theory for the plaintiff’s claim for relief.’ ” (quoting 5 Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1219, at 277-78 (3d ed. 2002))). Defendant rightfully concedes that if he had “approved defamatory statements before they were issued, he would be directly liable for defamation, irrespective of whether he or his agents personally issued the statements.” (Dkt. No. 41, Def.’s Reply Mem. Supp. Mot. to Dismiss 10 (“Def.’s Reply Mem.”).) See Overstock.com, Inc. v. Gradient Analytics, Inc., 151 Cal.App.4th 688, 61 Cal.Rptr.3d 29, 48 (2007); Island City Flying Serv. v. Gen. Elec. Credit Corp., 585 So.2d 274, 278 (Fla.1991). But he asserts in his reply brief there was a failure to plead sufficient facts to infer actual approval. (Def.’s Reply Mem. at 10.) The court does not agree. From examination of all the facts in the SAC, it does not take a speculative leap for the court to conclude Defendant would be personally involved in reviewing these types of accusations against him, crafting or approving the responsive statements, and directing the dissemination. The SAC alleges Defendant was an “internationally known” entertainment figure and the people making public statements for him were acting either as attorney or publicist and/or authorized representative or employee. (SAC J 3, 26, 29, 53.) At this stage of the litigation, it would be unreasonable to view these particular circumstances, responding to very serious accusations of the nature involved here, as not having the direct involvement of Defendant. *17 The court therefore finds direct liability is sufficiently pled. Accordingly, Defendant’s motion for dismissal on this point is denied. WestlawNext 3. Self-Defense Privilege The court turns to Defendant’s argument that Plaintiffs’ claims should be dismissed even if the statements at issue are potentially defamatory because these statements are protected by the common-law privilege of self-defense. (Def.’s Mem. 22-25.) Defendant relies in part on a Massachusetts case, contending “[t]he privilege of self-defense includes the right to ‘brand the accusations as false and calumnious’ and to ‘comment upon the motives of the accuser.’ ” (Ud. at 23 (quoting Conroy v. Fall River Herald News Co., 306 Mass. 488, 28 N.E.2d 729, 730 (1940)).) Defendant also asserts, without citing any authority, “[t]here is no requirement that, to avail oneself of the self-defense privilege, the responsive statement be truthful.” (/d. at 25.) The court concludes the state substantive law governing Plaintiffs’ claims does not recognize this privilege and, even if it were recognized, the court at this stage could not find that it applies. (301 BUNeither California nor Florida recognize the self-defense privilege. As the parties acknowledge, California courts have rejected the notion of a privilege to defame in self-defense. (Pls.’ Mem. 11; Def.’s Mem. 23 n.8.) See Finke v. Walt Disney Co., 110 Cal.App.4th 1210, 2 Cal.Rptr.3d 436, 459 (2003) (“California does not recognize ‘self-help’ as an independent privilege.”), review granted, 6 Cal.Rptr.3d 424, 79 P.3d 541 (2003), review dismissed as settled, 19 Cal.Rptr.3d 828,99 P.3d 5 (2004)."” Similarly, while Florida recognizes several types of conditional defensive privileges in the context of defamation, self-defense is not one of them. See Nodar v. Galbreath, 462 So.2d 803, 809-10 (Fla.1984) (recognizing the privileges of mutuality of interest between the speaker and the listener, protection of the recipient’s interest, and statements to a political authority regarding issues of public concern). Moreover, the court is not persuaded by Defendant’s assertion that, because Florida courts have never explicitly rejected the self-defense privilege, it must be assumed the privilege would be recognized in Florida. In the court’s view, the absence of any indication that Florida courts would adopt this privilege, especially when they have explicitly adopted other common-law defamation privileges, establishes no basis to assume the self-defense privilege would be recognized in Florida. Cf. Klayman v. City Pages, No. 5:13-—cv—143—Oc—22PRL, 2015 WL 1546173, at *17 n. 18 (M.D.Fla. Apr. 3, 2015) (declining to find that the “libel-proof plaintiff’ defamation defense exists in Florida when the defendants failed to provide any authority in support of that assertion). '2IThe court recognizes that some jurisdictions do apply a version of the conditional self-defense privilege, which allows individuals, in certain circumstances, to publish

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 23 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) defamatory responsive statements necessary to defend their reputation. However, as recognized by the cases Defendant himself cites, as well as the Restatement, such a privilege does not permit a defendant to knowingly publish false statements of fact. See Conroy, 28 N.E.2d at 730 (‘{O]ne has a right in good faith to brand the accusations as false and calumnious.” (emphasis added)); Shepherd v. Baer, 96 Md. 152, 53 A. 790, 791 (1902) (explaining that an individual relying on the self-defense privilege “cannot avail himself of the occasion to make false charges of fact’); Restatement (Second) of Torts § 593 (conditional privilege may not be “abused”); id. § 600 (conditional privilege is abused if publisher “(a) knows the matter to be false, or (b) acts in reckless disregard as to its truth or falsity”). As explained in a treatise relied upon by both Plaintiffs and Defendant, the self-defense privilege permits the speaker to “call the accuser a liar, but she or he may not include in the reply defamatory matter that is irrelevant or that the speaker knows or believes to be false. To do so is to abuse, and therefore lose, the privilege.” Sack on Defamation § 9:2.1, at 9-11 (4th ed. 2010) (emphasis added). *18 Accordingly, even in jurisdictions recognizing this conditional privilege, there is a clash with the applicable motion to dismiss standard. At the motion to dismiss stage, Plaintiffs’ allegations are presumed true, San Gerénimo Caribe Project, Inc. 687 F.3d at 471, so Defendant’s allegedly defamatory self-defense responses, made through his agents, would necessarily be viewed as knowingly false under these specific circumstances. This alone would negate the good faith requirement regarding the self-defense privilege at the motion to dismiss stage." See Lundquist v. Reusser, 7 Cal.4th 1193, 31 Cal.Rptr.2d 776, 875 P.2d 1279, 1291 (1994) (conditional privileges which California does recognize are lost “if the person making the statement was ... [m]otivated by hatred or ill-will toward the plaintiff which induced the publication; or ... [w]as without a good-faith belief in the truth of the statement”); Thomas v. Tampa Bay Downs, Inc., 761 So.2d 401, 404 (Fla.Dist.Ct.App.2000) (explaining that an essential element for conditional privileges which Florida does recognize is “good faith’); see also Bank of Am. Corp. v. Valladares, 141 So3d 714, 718 (Fla.Dist.Ct.App.2014) (conditional privilege to report a crime is lost “if the reporter acts maliciously, meaning the reporter either knows the report is false or recklessly disregards whether the report is false”), review granted, 168 So.3d 231 (Fla.2015). The court would thus be constrained to infer that Defendant abused, and therefore lost, the privilege. See Sack on Defamation § 9:1, at 9-2 (“In some situations, a speaker will not be held liable for false defamatory statements because the freedom to speak in protection of certain interests is deemed to be more WestlawNext important than the ability to redress harm to reputation that such speech may cause. But for the speaker to be protected in such situations, the statement must be made in good faith and for proper motives and the occasion must not be otherwise ‘abused.’ ”); see also id. §§ 9:3.1-9:3.2, at 9-41 to 9-50 (discussing the different types of “malice” which courts find to be an abuse of conditional privileges). Therefore, even if Florida and California did recognize this privilege, Defendant would not be able to invoke it at this stage to support his motion to dismiss. 4. Incremental Harm as to November 20, 2014 Statement about Plaintiff Traitz Defendant argues the defamation claim by Plaintiff Traitz that stems from the November 20, 2014 Statement should be dismissed because she has not suffered incremental harm as a result of the statement. According to Defendant, the allegedly defamatory portion of Singer’s statement is no more damaging to Traitz’s reputation than the true reporting of her criminal convictions. (341 B51 B6lPhe “incremental harm doctrine,” which some courts have described as related to the “libel-proof plaintiff doctrine,” see Thomas v. Tel. Publ’g Co., 929 A.2d 993, 1002 (N.H.2007); Stern v. Cosby, 645 F.Supp.2d 258, 270 (S.D.N.Y.2009), “measures the harm ‘inflicted by the challenged statements beyond the harm imposed by the rest of the publication. If that harm is determined to be nominal or nonexistent, the statements are dismissed as not actionable.’ ” Masson v. New Yorker Magazine, Inc., 960 F.2d 896, 898 (9th Cir.1992) (quoting Herbert v. Lando, 781 F.2d 298, 311 (2d Cir.1986)); see also Tel. Publ’g Co., 929 A.2d at 1002-03.” *19 ©"lDefendant has not provided any authority, and the court has not found any, indicating that Florida (the jurisdiction controlling resolution of Plaintiff Traitz’s claims) recognizes this defense. Accordingly, just as the court in Klayman, 2015 WL 1546173, at *17 n. 18, refused to recognize the libel-proof plaintiff doctrine under Florida law, this court, in the absence of any indication to the contrary, cannot conclude the Florida Supreme Court would adopt the incremental harm doctrine. Cf. Masson, 960 F.2d at 899 (concluding that “the incremental harm doctrine is not an element of California libel law,” in part, “because the California courts have never adopted it”); Noonan v. Staples, Inc., 707 F.Supp.2d 85, 90 (D.Mass.2010) (“Since no court in the Commonwealth has ever recognized the doctrine of incremental harm, this Court refrains from doing so

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 24 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) here.”). Even if Florida did recognize this doctrine, the court would not conclude, especially at this stage of the litigation, that the challenged portion of Singer’s statement—asserting that Plaintiff Traitz fabricated the sexual assault allegation—caused no more than nominal harm beyond the reporting of her criminal convictions. See, e.g., Church of Scientology Int’l v. Time Warner, Inc., 932 F.Supp. 589, 594 (S.D.N.Y.1996) ( “[T]he doctrine requires a court to measure the harm flowing from the challenged statement as compared to the harm flowing from the rest of the publication ... and the parties have not yet conducted discovery on the issue of VI. CONCLUSION For the reasons set forth above, Defendant’s motions to dismiss (Dkt. Nos. 21, 22, and 23) are DENIED in their entirety. It is So Ordered. All Citations damages.” (citation omitted)). --- F.Supp.3d ----, 2015 WL 5923553 Footnotes 1 When the court granted leave for Plaintiffs to file the SAC, the court simultaneously afforded Defendant the opportunity to “file a motion to dismiss which responds to the newly amended complaint, or which supplements the [motions to dismiss] previously filed.” (Dkt. No. 46.) Defendant notified the court of his continued reliance on previously-filed submissions. (Dkt No. 62, Def. Letter/request (non-motion).) Accordingly, the court evaluates Defendant’s previously-filed motions to dismiss, and arguments in support thereof, in relation to Plaintiffs’ SAC. The court’s factual summary includes an abbreviated version of those facts alleged by Plaintiffs. The court also makes use of the full text versions of the allegedly defamatory statements. For three of those statements, the court utilizes full text versions provided by Defendant as exhibits to his memorandum in support of his motions. (Dkt. No. 25, Decl. re: Mem. Supp. Mot. to Dismiss, Exs. A, D, F.) Plaintiffs have not contested the accuracy of the full versions of these statements provided by Defendant and the court considers them as “documents sufficiently referred to in the complaint” and as “central to plaintiffs’ claims.” See Watterson v. Page, 987 F.2d 1, 3 (1st Cir.1993); see also Fudge v. Penthouse Int'l, Ltd., 840 F.2d 1012, 1015 (1st Cir.1988) (affirming District Court’s decision, under similar circumstances, to consider a copy of the article submitted by the defendant which had formed the basis of the defamation action, as it was central to the plaintiff's complaint). Additionally, the court uses the full text version of a fourth statement provided by Plaintiffs as an exhibit to their motion for leave to file their SAC. (Dkt. No. 20, Pls.’ Mem. Supp. re: Mot. for Leave to File Second Am. Compl., Ex. C.) While Plaintiff Serignese is not specific as to how or where this allegation was disclosed (see SAC § 50), Defendant states that it was disclosed to the Huffington Post. (Dkt. No. 24, Def.’s Mem. Supp. Mots. to Dismiss (“Def.’s Mem.”) 5 (citing SAC § 48).) Defendant has attached a document which he asserts to be the Huffington Post article in question. (Decl. re: Mot. to Dismiss, Ex. C.) Plaintiff Serignese has not offered a conflicting explanation. In the SAC, Plaintiffs describe two of the individuals who issued the statements as doing so while an “agent, authorized representative, lawyer, servant, and/or employee” of Defendant and one as doing so while an “agent, authorized representative, servant, and/or employee” of Defendant. (SAC {J 26, 29, 53.) As any distinctions among the meanings of these terms are not material at this stage, throughout this opinion the court refers to these individuals as Defendant’s “agents.” The court will refer to these responsive statements, collectively, as the “Washington Post Statement.” The parties have not provided the court with a copy of the original, uncorrected version of the November 22, 2014 Washington Post Online Article. Defendant, in turn, has also provided the court with a copy of the correction notice issued with respect to the print edition and dated December 12, 2014. (Dkt. No. 28, Decl. re: Opp. to Pls.’ Mot. for Leave to File Second Am. Compl., Ex. 1.) It reads in its entirety: “1A Nov. 23 Page One article about the allegations of sexual assault against Bill Cosby misstated the timing of a statement of denial issued by an attorney for Cosby. The statement denying Tamara Green’s allegations was issued by lawyer Walter M. Phillips Jr. when Green’s allegations first surfaced in 2005, not in the week before the article was published.” (/d. at 2.) WestlawNext

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 25 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) 19 As mentioned, the correction notice issued with respect to the November 23, 2014 Washington Post Print Article, provided by Defendant, is worded slightly differently than the correction notice for the November 22, 2014 Washington Post Online Article used by Plaintiff. (See Dkt. 28, Decl. re: Opp. to Pls.’ Mot. for Leave to File Second Am. Compl., Ex. 1; Mem. re: Mot. to Am., Ex. C) The court generally limits its discussion to the correction with respect to the online article, as that correction is treated as an attachment to the complaint, but recognizes both corrections make the same operative point. Plaintiffs also argue the court may not take judicial notice of the correction because Defendant is attempting to use it to prove the truth of the matter asserted therein, i.e., that Phillips in fact provided his statement in 2005, not in 2014. See, e.g., Kosilek v. Spencer, 889 F.Supp.2d 190, 215 n. 6 (D.Mass.2012), affd, 740 F.3d 733 (1st Cir.2014), revd en banc on other grounds, 774 F.3d 63 (1st Cir.2014). The court is not taking judicial notice of the correction pursuant to Rule 201 of the Federal Rules of Evidence because Plaintiffs used it to support their motion to amend and relied on it in their SAC, effectively attaching it to their complaint. Accordingly, this limitation (documents judicially noticed under Rule 201 may not be considered for the truth of the matter asserted) is a non-issue. See, e.g., Papadopoulos v. Amaker, No. 12-CV-3608 (DLI)(RLM), 2013 WL 3226757, at *1 n. 1 (E.D.N.Y. June 25, 2013). The court notes that, if it were to consider both the online and print versions of the correction notices, the slightly different wording between the two, which may well be innocuous, could arguably raise questions about the manner in which the Washington Post came to include the Phillips statement in the article, further demonstrating the benefit in allowing the parties to engage the discovery process to seek clarification of these factual issues; the need for fact clarification is not a basis for dismissal at this stage. California has adopted the Uniform Single Publication Act, codifying the single publication rule at Cal. Civ. Code § 3425.3. That section provides: No person shall have more than one cause of action for damages for libel or slander or invasion of privacy or any other tort founded upon any single publication or exhibition or utterance, such as any one issue of a newspaper or book or magazine or any one presentation to an audience or any one broadcast over radio or television or any one exhibition of a motion picture. Recovery in any action shall include all damages for any such tort suffered by the plaintiff in all jurisdictions. Relevant differences which may exist between California and Florida law regarding defamation are addressed as applicable throughout this Discussion. Defendant makes this argument as to the Newsweek Statement, the November 20, 2014 Statement, and the November 21, 2014 Statement, but not as to the Washington Post Statement. Defendant suggests California’s treatment of “predictable opinion” is similar to a “self-defense privilege.” One obvious difference is that the phrase “predictable opinion” is used to describe a type of statement that is not defamatory because it does not assert a fact capable of being proved true or false, while a self-defense privilege, in the defamation context, generally prevents what may be a defamatory statement from being the basis for a defamation suit because of a specific exception under state law. Defendant’s contention that Plaintiff Traitz has offered no corroboration is, at least arguably, factually inaccurate because of the multiplicity of similar claims, a fact acknowledged in Defendant’s statements of November 20th and 21st. The similar claims could be considered by a fact finder as a form of corroboration by a recognizably unique pattern of conduct. In the SAC, Plaintiffs specifically allege Defendant is liable for the statements given by his agents on the basis of respondeat superior. (SAC [§ 83, 94, 105.) Defendant nonetheless asserts statements made in self-defense fall within the “predictable opinion” doctrine recognized in California. This court, however, has already rejected Defendant’s predictable opinion arguments. See Section V.C.1.a.ii., supra. Accordingly, his predictable opinion arguments fare no better here when linked to a purported self-defense privilege. Arguably, a self-defense privilege could protect a defendant who made a responsive good faith statement that later turned out to be inaccurate. See Sack on Defamation § 9:1, at 9-3 & n.6. The court notes that in some states, a defendant’s negligence in ascertaining the truth of a conditionally privileged defamatory statement may constitute grounds for losing the privilege. See Sack on Defamation § 9:3.4, at 9-52 to 9-53. WestlawNext

Case 1:15-cv-07433-RWS Document 26-1 Filed 01/08/16 Page 26 of 26 Green v. Cosby, --- F.Supp.3d ---- (2015) 20 Under the Supreme Court’s decision in Gertz, 418 U.S. 323, 94 S.Ct. 2997, 41 L.Ed.2d 789, however, each state’s defamation law must include an element of fault at least rising to negligence; therefore, “[e]stablishing the cause of action would, ipso facto, establish defeasance of qualified privilege.” Sack on Defamation § 9:3.4, at 9-53. In any event, the court need not delve further into the complications surrounding a self-defense privilege, the ways in which it may be lost, and the tensions with the motion to dismiss standard, because neither California nor Florida recognizes the self-defense privilege. The libel-proof plaintiff doctrine, in contrast, looks to a plaintiff's previously damaged reputation. See Tel. Publ’g Co., 929 A.2d at 1002-04 (explaining the differences between the incremental harm and libel-proof plaintiff doctrines). Under that doctrine, “when a plaintiff's reputation is so diminished at the time of publication of the allegedly defamatory material that only nominal damages at most could be awarded because the person’s reputation was not capable of sustaining further harm, the plaintiff is deemed to be libel-proof as a matter of law and is not permitted to burden a defendant with a trial.” Lamb v. Rizzo, 391 F.3d 1133, 1137 (10th Cir.2004) (internal citation omitted); see Tel. Publg Co., 929 A.2d at 1005 (“To justify applying the doctrine, the evidence of record must show not only that the plaintiff engaged in criminal or anti-social behavior in the past, but also that his activities were widely reported to the public.” (internal citation omitted)). As Plaintiffs note, Defendant has only expressly requested dismissal pursuant to the incremental harm doctrine, and not the separate libel-proof plaintiff doctrine. However, even if Defendant were pressing both grounds for dismissal, his argument would fail because Florida has not adopted the libel-proof plaintiff doctrine, see Klayman, 2015 WL 1546173, at *17 n. 18, and Defendant has not established that Traitz falls into the narrow category of individuals with a sufficiently tarnished reputation such that a defamatory statement could not impair her reputation, see Guccione v. Hustler Magazine, Inc., 800 F.2d 298, 303 (2d Cir.1986) (“The libel-proof plaintiff doctrine is to be applied with caution ... since few plaintiffs will have so bad a reputation that they are not entitled to obtain redress for defamatory statements.” (citation omitted)); Church of Scientology Int! v. Time Warner, Inc., 932 F.Supp. 589, 594 (S.D.N.Y.1996) (“Dismissal based on the libel-proof plaintiff doctrine is not appropriate at this stage of the litigation, because it requires the Court to make factual findings regarding plaintiff's reputation for a particular trait.”). End of Document © 2016 Thomson Reuters. No claim to original U.S. Government Works. VWestlawNext

Case 1:15-cv-07433-RWS Document 27 Filed 01/11/16 Page1of3 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF’S MOTION FOR LEAVE TO BRING PERSONAL ELECTRONIC DEVICES AND GENERAL PURPOSE COMPUTING DEVICES INTO THE COURTHOUSE FOR THE JANUARY 14, 2016 HEARING Plaintiff, by and through undersigned counsel, hereby moves this Court for an Order granting Plaintiff's counsel leave to bring Personal Electronic Devices and General Purpose Computing Device into the Courthouse for the hearing currently scheduled for January 14, 2016, in the above-styled case. Plaintiff respectfully requests that this Court allow attorney Sigrid McCawley to bring with her to the Courthouse on January 14, 2016, a Personal Electronic Device and a General Purpose Computing Device. Plaintiff has attached a proposed order as Exhibit A hereto. See Exhibit A, Proposed Order Granting Plaintiff's Motion for Leave to Bring Personal Electronic Device and General Purpose Computing Devices to the Courthouse for the January 14, 2016 hearing. Plaintiff will comply with the obligations and restrictions imposed pursuant to Standing Order M10-468, as Revised.

Case 1:15-cv-07433-RWS Document 27 Filed 01/11/16 Page 2 of 3 Dated: January 11, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 27 Filed 01/11/16 Page 3of3 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on January 11, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case 1:15-cv-07433-RWS Document 28 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK VIRGINIA L. GUIFFRE, Plaintiff, - against GHISLAINE MAXWELL, Defendant. APPEARANCES: Counsel for Plaintiffs BOEIS, FL 33301 Sigrid S. McCawley, Fort Lauderdale, By: Counsel for Defendants HADDON, MORGAN AND FOREMAN, 150 East Tenth Avenue Denver, CO 80203 By: Laura A. Menninger, Esq. Esq. Filed 01/20/16 Page 1 of 8 USDC SDNY DOCUMENT ELECTRONICALLY FILED SCHILLER & FLEXNER LLP 401 East Las Olas Boulevard, --X |) DOC #: s DATE FILED: | ]O/) Lv ‘eo 15 Civ. 7433 (RWS) OPINION --X Suite 1200 P.C.

Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 2 of 8 Sweet, D.J. Defendant has moved pursuant to Federal Rule of Civil Procedure 26(c) for a stay of discovery pending decision on Defendant’s motion to dismiss. In the alternative, Defendant has moved for additional time to respond to Plaintiff’s discovery request. Based upon the foregoing conclusions and as set forth below, the motion to stay is denied, and the motion to extend is granted. Prior Proceedings Plaintiff filed a complaint in this Court on September 21, 2015, alleging a single defamation claim. See Compl. Defendant sought an extension of her time to answer, move, or otherwise respond to Plaintiff’s Complaint to November 30, 2015. The request was granted on October 12, 2015. By Order filed October 30, 2015, the parties were directed to complete fact discovery by July 1, 2016, and expert discovery by August 3, 2016. On December 1, 2015, Defendant filed a motion to dismiss and the instant motion to stay discovery pending a decision on the motion to dismiss. Oral argument was held on both motions and the matters deemed fully submitted on January 14, 2016.

; Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 3 of 8 Applicable Standard Pursuant to Federal Rule of Civil Procedure 26(c), the Court has broad discretion to issue a protective order on Matters relating to discovery. See Fed. R. Civ. Ps 26(c) (1)? see also In re Chase Manhattan Corp. Sec. Litig., No. 90 CIV. 6092 (LMM), 1991 WL 79432, at *1 (S.D.N.Y. May 7, 1991). Specifically, the Rule dictates “[t]he court may, for good cause, issue an order to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense.” Fed.R.Civ.P. 26(c) (1). “This rule confers broad discretion on the trial court to decide when a protective order is appropriate and what degree of protection is required.” U.S. Commodity Futures Trading Comm'n v. Parnon Energy Inc., 593 F. App'x 32, 36 (2d Cir. 2014) (citing Seattle Times Co. v. Rhinehart, 467 U.S. 20, 36, 104 S.Ct. 2199, 81 L.Ed.2d 17 (1984)) (internal quotation marks omitted). However, “good cause” is a significant element of the Rule. “[D]iscovery should not be routinely stayed simply on the basis that a motion to dismiss has been filed.” Moran v. Flaherty, No. 92 CIV. 3200 (PKL), 1992 WL 276913, at *1 (S.D.N.Y. Sept. 25, 1992); see also Usov v. Lazar, No. 13 CIV. 818 RWS, 2013 WL 3199652, at *9 (S.D.N.Y. June 25, 2013) (“Defendants are

; Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 4 of 8 incorrect, though, that discovery must automatically be stayed pending a motion to dismiss.”); In re WRT Energy Sec. Litig., NOs 96 CIV. 3610 (UFR); 1996 WL 580930, at *1l (S.DeN.Y. Oct. OB, 1996) (“While discovery may in a proper case be stayed pending the outcome of a motion to dismiss, the issuance of a stay is by no means automatic.”). The Court analyzes good cause by application of three factors: (1) whether a defendant has made a strong showing that the plaintiff’s claim is unmeritorious, (2) the breadth of discovery and the burden of responding to it, and (3) the risk of unfair prejudice to the party opposing the stay. Morien v. Munich Reins. Am., Inc., 270 F.R.D. 65, 67 (D. Conn. 2010); Josie-Delerme v. Am. Gen. Fin. Corp., No. 08 Civ. 3166, ZU09 Wh 497609, at *) Ue.D,N.Ys Feb. 26, 2009), The Motion to Stay is Denied Defendant’s motion to dismiss alleges pleading deficiencies in Plaintiff’s complaint and the applicability of the selfdefense and pre-litigation privileges. See Def.’s Mot. to Dismiss. Plaintiff, in turn, addresses each basis for Defendant’s dismissal arguments. Pl.’s Opp. to Mot. to Dismiss at 5-18. With respect to the pleading deficiencies, Plaintiff argues vigorously and in detailed fashion that a defamation claim has been adequately pled. Id. at 18-25. With respect to

Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 5 of 8 the privileges, Plaintiff offers several strong arguments to challenge Defendant’s motion, including arguments that the privileges do not apply substantively, that Plaintiff can defeat the qualified privileges with a showing of actual malice, and that neither privilege can be properly resolved on a motion to dismiss. Id. at 5-18. Plaintiff has pled concrete facts and law to support all of her arguments. With strong arguments on both sides, Defendant’s argument does not rise to a level of the requisite “strong showing” that Plaintiff’s claim is unmeritorious. With respect to the second factor, Defendant argues that discovery in this matter is of wide-breadth, and therefore necessarily burdensome. Def.’s Mot to Stay at 3-4. Normal discovery in a limited matter does not alone rise to the level of good cause. Defendant compares the complexity of this case to a case pending in this Court in which a stay of discovery was granted. Id. at 3 (“This Court has granted a stay of discovery in a recent case involving similarly complex factual questions” (citing Spinelli v. Nat'l Football League, No. 13 CIV. 7398 (RWS), 2015 WL 7302266, at *1 (S.D.N.Y. Nov. 17, 2015)). Defendant relies heavily this point, alleging that “the potential discovery in Spinelli pales in comparison to the anticipated discovery here.” Def.’s Reply at 6. The

Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 6 of 8 circumstances of Spinelli could not be more inapposite to this one. That case, in which four separate motions to dismiss were pending at the time of the motion to stay, involves seven individual plaintiffs against the no less than the entire National Football League, 36 affiliated teams, the Associated Press, Getty Images, and others. Discovery and relevant factual questions were accordingly herculean considerations. Conversely, this case involves a single claim against a single defendant, related to an ongoing series of events in which Defendant was alleged to be personally and intimately involved. See Compl. Discovery in this matter is the narrow pole of the scale to which Spinelli is the wide-breadth counterpoint. Discovery in this case is accordingly tailored to that single claim and the associated events. It does not reach such a wide-breadth that good cause for a stay exists. Any objections to individual discovery requests can be dealt with accordingly, and are not proper grounds for a Rule 26 protective order. See Fed. R. Civ. P. 34. Finally, with respect to unfair prejudice, Defendant submits that the requested stay is for the limited period of time necessary for the Court to rule on the motion to dismiss, and thus Plaintiff would not be unfairly prejudiced. Def.’s Mot. to Stay at 2-3. Good cause not otherwise having been shown, lack

ny Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 7 of 8 of prejudice does not justify a stay. Accordingly, the motion to stay discovery is denied. The Motion to Extend the Deadline to Respond or Object to Plaintiff's First Request for Production of Documents is Granted Defendant was required to respond to Plaintiff’s First Request for Production by November 30, 2015. In the alternative to Defendant’s request for a stay, Defendant moves for an extension of the time to respond or object. Def.’s Mot. to Stay at 4. Defendant does not request any particular extension of time. “If a motion for a protective order is wholly or partly denied, the court may, on just terms, order than any part or person provide or permit discovery.” Fed. R. Civ. P. 26(c) (2). Defendant was served with the request on October 27, 2015 and has therefore had an additional month and a half to digest the requests than is usually permitted by the Federal Rules of Civil Procedure. See Fed. R. Civ. P. 34(b) (A). Accordingly, Defendant is directed to respond or object to Plaintiff’s First Request for Production within fourteen days of the date of this opinion.

Case 1:15-cv-07433-RWS Document 28 Filed 01/20/16 Page 8 of 8 7} Conclusion For the foregoing reasons and as set forth above, Defendant’s motion to stay is denied, the motion to extend is granted, and discovery shall proceed as set forth above. It is so ordered. / New York, NY ULee 2016 ROBERT W. SWEET January 7 U.S.D.J.

Case 1:15-cv-07433-RWS Document 29 Filed 01/22/16 Page 1 of 2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK anise te eee a A ae XxX VIRGINIA L. GIUFFRE, PLAINTIFF, : DEFENDANT’S NOTICE OF V. SUPPLEMENTAL AUTHORITY GHISLAINE MAXWELL, , 15-cv-07433-RWS DEFENDANT. In further support of her Motion to Dismiss the Complaint, Defendant Ghislaine Maxwell, through her attorney Laura A. Menninger of the law firm Haddon, Morgan and Foreman, P.C., hereby respectfully submits the recent decision in Hill v. Cosby, 15 cv 1658 (W.D. Pa. January 21, 2016). In Hill v. Cosby, the court dismissed, with prejudice, what it found to be a “very detailed lo and complete Complaint” alleging, among other things, that Cosby defamed an alleged sexual assault victim by issuing statements to the press describing the allegations against him as “unsubstantiated, fantastical stories...[that] have escalated far past the point of absurdity.” (Ex. A at 8). Citing Gertz v. Robert Welch, Inc., 418 U.S. 323, 339 (1974), the court held that “[t]his sort of purely opnionated speech...is protected and not actionable as defamatory speech.” Jd. In dismissing the case, the court further noted that Cosby’s public denial of the claims against him was a “legal position” that does not “lead to an inference that Plaintiff is a ‘liar and an extortionist.’” Jd. at 8, 12. ' In fact, the full text of each allegedly defamatory statement was set forth in the Complaint. (Ex. A at 8).

Case 1:15-cv-07433-RWS Document 29 Filed 01/22/16 Page 2 of 2 The facts and arguments set forth in Hill v. Cosby are analogous to those here, and thus this newly issued decision is relevant to the arguments advanced by Ms. Maxwell in support of her Motion to Dismiss. Ms. Maxwell therefore respectfully requests that the Court take notice of this supplemental authority. Dated: January 22, 2016. Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10 Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on January 22, 2016, I electronically filed this Notice of Supplemental Authority with the Clerk of Court using the CM/ECF system which will send notification to the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez

Césséd 23 mc0OMtS RWS Dooument 79-1 Feed DL/2266 PReg4d bDiofas8 IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA RENITA HILL, Plaintiff, 15cv1658 ELECTRONICALLY FILED Vv. WILLIAM HENRY COSBY, JR., an individual also known as BILL COSBY, Defendant. MEMORANDUM OPINION The very detailed and complete Complaint in this case alleges that by making or causing to be made three very discreet statements: (1) Defendant defamed Plaintiff, (2) Defendant cast Plaintiff in a false light, and (3) Defendant intentionally inflicted emotional distress upon Plaintiff.' Presently before the Court is a Motion to Dismiss and Brief in Support filed by Defendant alleging that no justiciable claim or controversy exists. Doc. nos. 3, 4. Plaintiff filed a Response and Brief in Opposition to the Motion to Dismiss. Doc. nos. 7, 11. Defendant filed a Reply Brief. Doc. no. 18. The matter is now ripe for adjudication. For the reasons set forth herein, the Court will grant the Motion to Dismiss the Complaint. I. Standard of Review - Rule 12(b)(6) I. Standard of Review - Rule 12(b)(6) Under Rule 12(b)(6), a Complaint must be dismissed for “failure to state a claim upon which relief can be granted.” Detailed factual pleading is not required — Rule 8(a)(2) calls for a ' This case was removed to this Court by Defendant. Plaintiff originally filed her lawsuit in the Court of Common Pleas of Allegheny County, Pennsylvania (case no. GD-15-18156). Plaintiff did not challenge the removal. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a). Exhibit A

Césséd 23-mc0O MSS RWS Document 79-1 Fieed DL/226.6 PRage Dias “short and plain statement of the claim showing that the pleader is entitled to relief’ — but a Complaint must set forth sufficient factual allegations that, taken as true, set forth a plausible claim for relief. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The plausibility standard does not require a showing of probability that a claim has merit, Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556 (2007), but it does require that a pleading show “more than a sheer possibility that a defendant has acted unlawfully.” Igbal, 556 U.S. at 678. Determining the plausibility of an alleged claim is “‘a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. at 679 Building upon the landmark United States Supreme Court decisions in Twombly and Iqbal, the United States Court of Appeals for the Third Circuit explained that a District Court must undertake the following three steps to determine the sufficiency of a Complaint: First, the court must take note of the elements a plaintiff must plead to state a claim. Second, the court should identify allegations that, because they are no more than conclusions, are not entitled to the assumption of truth. Finally, where there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement for relief. Connelly v. Steel Valley Sch. Dist., 706 F.3d 209, 212 (3d Cir. 2013) (citation omitted). The third step requires this Court to consider the specific nature of the claims presented and to determine whether the facts pled to substantiate the claims are sufficient to show a “plausible claim for relief.” Covington v. Int’l Ass’n of Approved Basketball Officials, 710 F.3d 114, 118 (3d Cir. 2013); see also Santiago v. Warminster Twp., 629 F.3d 121, 130 (3d Cir. 2010) (“[W ]Jhere there are well-pleaded factual allegations, the court should assume their veracity and then determine whether they plausibly give rise to an entitlement for relief.”). When adjudicating a motion to dismiss for failure to state a claim, the Court must view all of the allegations and facts in the complaint in the light most favorable to the plaintiff, and

Céssé4 25-mc0O MES RWS Document 79-1 Filed DL/226.6 PRags Sif48 must grant the plaintiff the benefit of all reasonable inferences that can be derived therefrom. Kanter v. Barella, 489 F.3d 170, 177 (3d Cir. 2007) (quoting Evancho v. Fisher, 423 F.3d 347, 350 (3d Cir. 2005)). However, the Court need not accept inferences or conclusory allegations that are unsupported by the facts set forth in the complaint. See Reuben v. U.S. Airways, Inc., 500 F. App’x 103, 104 (3d Cir. 2012) (quoting Igbal, 556 U.S. at 678); Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009) (stating that District Courts “must accept all of the Complaint’s well-pleaded facts as true, but may disregard any legal conclusions”). “While legal conclusions can provide the framework of a Complaint, they must be supported by factual allegations.” Igbal, 556 U.S. at 664. This Court may not dismiss a Complaint merely because it appears unlikely or improbable that Plaintiff can prove the facts alleged or will ultimately prevail on the merits. Twombly, 550 U.S. at 563 n.8. Instead, this Court must ask whether the facts alleged raise a reasonable expectation that discovery will reveal evidence of the necessary elements. Jd. at 556. Generally speaking, a Complaint that provides adequate facts to establish “how, when, and where” will survive a Motion to Dismiss. Fowler, 578 F.3d at 212. In short, a Motion to Dismiss should be granted if a party fails to allege facts, which could, if established at trial, entitle him/her to relief. Twombly, 550 U.S. at 563 n.8. Il. Discussion As noted above, Plaintiff's Complaint alleges three causes of action against Defendant: (1) defamation, (2) false light, and (3) intentional infliction of emotional distress. Defendant argues that each of these three claims must be dismissed because the claims are legally unsustainable and/or are legally insufficient. Each claim will be addressed, seriatim.

Césséd 23 mc0v MSS RWS Document 79-1 Feed DL2266 PReg/é 4148 A. Defamation 1. Pennsylvania Law Under Pennsylvania law — the law applicable to this case’— a plaintiff must eventually prove the following seven elements to state a claim for defamation: (1) the defamatory character of the communication; (2) its publication by the defendant; (3) its application to the plaintiff; (4) the understanding by the recipient of its defamatory meaning; (5) the understanding by the recipient of it as intended to be applied to the plaintiff; (6) special harm resulting to the plaintiff from its publication; and (7) abuse of a conditionally privileged occasion. 42 Pa.C.S.A. § 8343. There is ample case law emanating from Pennsylvania state courts, as well as the United States District Courts, applying Pennsylvania substantive law which defines these elements. A brief summary of a portion of that body of law follows. In an action for defamation, it is the Court’s duty to make the threshold determination whether the challenged statements are capable of a defamatory meaning. Thomas Merton Center v. Rockwell International Corp., 442 A.2d 213 (Pa. 1981), cert. den., 457 U.S. 1134 (1982); Byars v. School Dist. of Phila., 942 F.Supp.2d 552 (Pa. E.D. 2013) (“Whether a statement is capable of a defamatory meaning is a question of law for the court.”). If the communication could be understood as defamatory, then it is for the jury to determine whether it was so understood by the recipient. Agriss Roadway Exp., Inc., 483 A.2d 456 (Pa. Super. 1984). For purposes of the threshold determination whether a communication could be understood as defamatory, it is not necessary for the communication actually to have caused harm to a plaintiffs reputation; defamatory character depends on the general tendency of the * The parties agree, as does this Court, that Pennsylvania substantive law applies to the claims asserted in this case. Pennsylvania has a substantial interest in this litigation as Plaintiff was (and is) domiciled in Pennsylvania at the time the allegedly defamatory communications were published, and thus Plaintiff has a reputational interest to protect in that forum.

Céssé4 25-mc0v MSS RWS Document 79-1 Fieed DL/226.6 PReg 6 Dif48 words to have such an effect. Id., citing Corabi v. Curtis Publishing Co., 273 A.2d 899 (Pa. 1971); Miller v. Hubbard, 207 A.2d 913 (Pa. Super. 1965); Restatement, supra, § 559 Comment d. However, it is not sufficient for the words to merely embarrass or annoy the plaintiff. Beckman v. Dunn, 419 A.2d 583 (Pa. Super. 1980). A communication is defamatory if it tends to blacken a person’s reputation or expose that person to public hatred, contempt, or ridicule, or injure the person in her business or profession. Livingston v. Murray, 612 A.2d 443, 447 (Pa. Super. 1992), alloc. den., 617 A.2d 1275 (Pa. 1992). Defamatory communications tend to lower a person in the estimation of the community, deter third persons from associating with him or her, or adversely affect the person’s fitness for the proper conduct of his or her lawful business or profession. Id. A plaintiff claiming defamation need not be specifically named in the communication, if the plaintiff is pointed to by description or circumstances tending to identify him or her. Cosgrove Studio & Camera Shop, Inc. v. Pane, 182 A.2d 751, 753 (Pa. 1962). The test is “whether the defamatory communication may reasonably be understood as referring to the plaintiff.” Zerpol Corp. v. DMP Corp., 561 F.Supp. 404, 410 (E.D. Pa. 1983) (citing Farrell v. Triangle Publ’ns, Inc., 159 A.2d 734 (Pa. 1960)). The Pennsylvania Superior Court further explained in Dougherty v. Boyerton Times, 547 A.2d 778 (Pa. Super. 1988): The nature of the audience is a critical factor in determining whether a statement is capable of defamatory meaning. . . . Injury to reputation is judged by the reaction of other persons in the community and not by the party’s self-estimation. Rybas v. Wapner, 311 Pa.Super. 50, 457 A.2d 108 (1983). Specifically, a communication is defamatory if it “ascribes to another conduct, character or a condition that would adversely affect his fitness for the proper conduct of his lawful business, trade or profession.” Baker v. Lafayette College, 350 Pa.Super. 68, 76, 504 A.2d 247, 251 (1986) quoting Thomas Merton Center, supra, 422 A.2d at 216.

Céssé4 23-mc0 MES RWS Document 79-1 Filed DL/226.6 PReg 6 Off48 Id. at 783. Pennsylvania case law also has concluded that only statements of fact can afford a basis for a defamation action. Expressions of opinion cannot. Statements of fact and opinion intermingled can give rise to a claim based on the factual portions of the statement. See Dougherty, 547 A.2d at 782—83 (1988) and Restatement (Second) of Torts, § 556. Whether a particular statement constitutes a fact or an opinion is a question of law for the trial court to determine. Veno v. Meredith, 515 A.2d 571, 575 (Pa. Super. 1986) citing Braig v. Field Communications, 456 A.2d 1366, 1372 (Pa. Super. 1983), cert. den., 466 U.S. 970 (1984). In Braig, the Superior Court of Pennsylvania adopted Section 566 of the Restatement (Second) of Torts, entitled Expression of Opinion, which provides as follows: A defamatory communication may consist of a statement in the form of an opinion, but a statement of this nature is actionable only if it implies the allegation of undisclosed defamatory facts as the basis for the opinion. Comment (b) to § 566 of the Restatement explains the two types of expressions of opinion: (1) The pure type - which “occurs when the maker of the comment states the facts on which he bases his opinion of the plaintiff and then expresses a comment as to the plaintiff's conduct, qualifications or character.” (2) The mixed type - which “while an opinion in form or context, is apparently based on facts regarding the plaintiff or his conduct that have not been stated by the defendant or assumed to exist by the parties to the communication. Here the expression of opinion gives rise to the inference that there are undisclosed facts that justify the forming of the opinion expressed by the defendant.” Restatement (Second) of Torts, § 566, comment (b). Comment (c) of § 566 explains the constitutional significance of the distinction explained in comment (b): A simple expression of opinion based on disclosed or assumed nondefamatory facts is not itself sufficient for an action of defamation, no matter how unjustified and unreasonable the opinion may be or how derogatory it is. But an expression of opinion that is not based on disclosed or assumed facts and therefore implies that there are undisclosed

Césséd 23-mc0OMtS RWS Document 79-1 Feed DL2266 PReg¢” Hif48 facts on which the opinion is based, is treated differently. The difference lies in the effect upon the recipient of the communication. In the first case, the communication itself indicates to him that there is no defamatory factual statement. In the second, it does not, and if the recipient draws the reasonable conclusion that the derogatory opinion expressed in the comment must have been based on undisclosed defamatory facts, the defendant is subject to liability. The defendant cannot insist that the undisclosed facts were not defamatory but that he unreasonably formed the derogatory opinion from them. This is like the case of a communication subject to more than one meaning. As stated in § 563, the meaning of a communication is that which the recipient correctly, or mistakenly but reasonably, understands that it was intended to express. Restatement (Second) of Torts, § 566, comment (c). Thus, the trial court must determine whether the challenged statement is an opinion or a fact. If the challenged statement is an opinion, it is actionable only if it “may reasonably be understood to imply the existence of undisclosed defamatory facts justifying the opinion.” Veno, 515 A.2d at 575, quoting Beckman, 419 A.2d at 587, citing Restatement (Second) of Torts, § 566. With these principles in mind, the Court proceeds to examine the three challenged statements set forth in the instant case. 2 Plaintiff’s Allegations Related to Defamation Turning to the detailed and specific facts alleged by Plaintiff, her Complaint first notes that Plaintiff gave an interview with a reporter from KDKA on November 20, 2014 wherein she accused Defendant of sexual abuse and rape (doc. no. 1-3, { 38). Plaintiff asserts that as a result of this interview, three separate communications (either made by Defendant, or on Defendant’s behalf) led to her defamation claim. The “Martin Singer Statement” is the first of the three communications which Plaintiff alleges is defamatory. In it, Plaintiff alleges that a day or two after she gave her interview, the Washington Post published a response whereby “[Defendant], aided by his attorney, Martin

Césséd 25-mc0O MSS RWS Document 79-1 Filed DL22466 PRag 8 Sf48 Singer, issued [a] statement . . .” which set forth, in relevant part, that “. . . new, never-beforeheard claims from women[,] who have come forward in the past two weeks with unsubstantiated, fantastical stories . . . have escalated far past the point of absurdity. These brand new claims about alleged decades-old events are becoming increasingly ridiculous . . . . [I]t makes no sense that not one of these new women who just came forward for the first time ever asserted a legal claim back at the time they allege they had been sexually assaulted.” The remainder of the Martin Singer Statement chastises “the media” for failing to corroborate the new “unsubstantiated stories” before publishing their accounts.” Second, with respect to the “Florida Today Statement,” Plaintiff alleges that the same day the Martin Singer Statement was released, Defendant himself was interviewed by Florida Today, and during that interview he declined to respond to the “innuendos” that had been made about him and stated that “[p]eople should fact-check”.* Third, with respect to the “Camille Cosby Statement,” Plaintiff alleges that on December 15, 2014, a letter written by Defendant’s wife, Camille Cosby, was published by the Washington Post on Defendant’s behalf alleging that the news media failed to “vet” her husband’s accusers (of which Plaintiff was one) before publishing or airing the accusers’ stories.” a Analysis Defendant’s Brief in Support of its Motion to Dismiss contends that none of the three statements are actionable as defamation. Doc. no. 4, p. 8. Plaintiff's Brief in Opposition to Motion to Dismiss contends that the sum of the three statements “share a common thread of relying on undisclosed, defamatory facts to support the assertions each statement makes.” Doc. no. 11, p. 7. Plaintiff contends that “[i]f it is reasonable to infer from the statements that > The full text of the Martin Singer Statement is set forth in the Complaint at doc. no. 1-3, { 38. * The full text of the Florida Today Statement is set forth in the Complaint at doc. no. 1-3, (41. > The full text of the Camille Cosby Statement is set forth in the Complaint at doc. no. 1-3, { 42. 8

Céssé4 23-mc0V MSS RWS Document 79-1 Filed DL/226.6 PRee® Sf48 Defendant was actively and knowingly calling Plaintiff a liar and an extortionist, than [sic] the statements are capable of defamatory meaning.” Id. After careful consideration of each of the three statements set forth in the Complaint, and after considering the arguments advanced by each party to this lawsuit as to how those statements could or could not be defamatory under Pennsylvania law, this Court finds that none of the three statements are defamatory. a. The Martin Singer Statement The Martin Singer Statement is a pure opinion. Per Plaintiff's Complaint, the Martin Singer Statement was made “in response” to Plaintiff's interview wherein she accused Defendant of sexually abusing and raping her. Doc. no. 1-3, 38. This statement suggests that “new” claims asserted by “new” women — which presumably included Plaintiff's allegations of sexual abuse and rape — escalated beyond “the point of absurdity.” Id. Simply put, taking all well pled facts as true, and viewed in the light most favorable to Plaintiff, the Martin Singer Statement describes the Plaintiff's and other women’s allegations against Defendant as “beyond absurd” and labels their accounts of past events as “unsubstantiated, fantastical stories.” The entire Martin Singer Statement (as quoted in Plaintiff's Complaint) is an opinionated statement; but, it is not one which implies or alleges that undisclosed, defamatory facts serve as the basis for the opinion. It was a statement, made by Defendant’s attorney, in response to serious allegations concerning Defendant’s alleged criminal behavior. As noted above, in Pennsylvania, an opinion cannot be defamatory unless it “may reasonably be understood to imply the existence of undisclosed defamatory facts justifying the opinion.” Remick v. Manfredy, 238 F.3d 248, 261 (3d Cir. 2001).

Céssé4 235-mcO MES RWS Document 79-1 Fieed DL/2246.6 PReg 4d Atlas Any attorney for any defendant must advance a position contrary to that of the plaintiff. Here, Plaintiff publicly claimed she was sexually abused and raped by Defendant — which is her position; and Defendant, through his attorney, publicly denied those claims by saying the “claims” are unsubstantiated and absurd — which is his legal position. This sort of purely opinionated speech articulated by Defendant’s attorney is protected and not actionable as defamatory speech. See Gertz v. Robert Welch, Inc., 418 U.S. 323, 339 (1974) (“Under the First Amendment there is no such thing as a false idea. However pernicious an opinion may seem, we depend for its correction not on the conscience of judges and juries but on the competition of other ideas. But there is no constitutional value in false statements of fact.”’). This Court does not find the Martin Singer Statement includes language which implies the existence of undisclosed defamatory facts about Plaintiff. As such, this Court considers the Martin Singer Statement to be purely an opinion proffered by an attorney who, while actively engaged in the zealous representation of his client, did not cross the line and defame the Plaintiff. Accordingly, the Court finds that the Martin Singer Statement fails to support Plaintiffs claim for defamation. b. The Florida Today Statement Next, turning to the Florida Today Statement, this Court also finds that this statement likewise is not defamatory. In this statement, Defendant refuses to respond to “innuendos” and invites “people” to “fact-check.” Doc. no. 1-3, [ 41. Although Pennsylvania case law is clear that a plaintiff claiming defamation need not be specifically named in the defamatory statement, the Florida Today Statement fails to even generally refer to the group of women who publicly asserted their allegations of sexual misconduct against Defendant. However, viewing this statement in a light most favorable to Plaintiff, given the timing of this statement, the Court will assume, arguendo, that Defendant was referring to Plaintiff's and 10

Céssé4 235 mc0O MES RWS Document 79-1 Fiteled@ DL/2246.6 Pee 4.1 DiL48 other women’s accusations as “innuendos,” and was encouraging the public to “fact-check” the claims of these women. This is a far cry from labelling Plaintiff (and the other women who have made similar public assertions) as liars or extortionists. Pennsylvania law requires that Defendant’s words have the general tendency to cause harm to Plaintiff's reputation. It is not sufficient if the words are merely embarrassing or annoying to Plaintiff. The words uttered by Defendant, and made public in his Florida Today Statement, which invite the public to conduct its own investigation and draw its own conclusions about the “innuendos,” i.e., the alleged sexual misconduct of Defendant, do not have the general tendency to cause harm to anyone’s reputation and, thus, do not rise to the level of defamatory comments. c The Camille Cosby Statement Finally, the Camille Cosby Statement fails to meet Pennsylvania’s legal requirements necessary to assert a claim for defamation. The majority of this statement expresses the speaker’s opinion that the media outlets violated their own code of journalistic integrity by publishing Plaintiffs (and the other women’s) accounts of the alleged sexual abuse without “vetting” these accusers. This statement targets the media as much, and arguably more so, than the accusers, by claiming that the media failed to properly source or “vet” Plaintiff's and the other women’s stories before publishing them. The accusation made by Camille Cosby appears to target the media for failing to get a second source before printing Plaintiff’s, and/or other ; ; : 6 women’s very serious accusations regarding Defendant. ° Even assuming that the “vetting” referred to Plaintiff herself, and not Plaintiff’s “story,” the Camille Cosby Statement suggests that the media did not do its job of investigating Plaintiff prior to publishing Plaintiff's account of the alleged sexual abuse. Even construed in a light most favorable to Plaintiff, the Camille Cosby Statement does not infer that there is some undisclosed fact or facts about this specific Plaintiff which Camille Cosby herself knew. Moreover, although Plaintiff has pled that Camille Cosby was Defendant’s business manager, and claims that Camille Cosby’s statements could be attributable to 11

Césséd 23 mc0O MSS RWS Document 79-1 Fieed DL/226.6 PRgg4d.4DL48 In addition, the timing of this statement is further removed from the timing of Plaintiffs own accusations. This Court does not find that this Statement could be read to infer that Plaintiff is a liar or an extortionist and it does not possess the general tendency to cause harm to Plaintiff's reputation. Thus, this Statement fails to support a claim for defamation. d. All Three Statements Together Finally, Plaintiff's Brief in Opposition to the Motion to Dismiss contends that the sum of the three statements “share a common thread of relying on undisclosed, defamatory facts to support the assertions each statement makes.” Plaintiff contends that “[i]f it is reasonable to infer from the statements that Defendant was actively and knowingly calling Plaintiff a liar and an extortionist, than [sic] the statements are capable of defamatory meaning.” Doc. no. 11, p. 7. Even considering these three statements together as a combined, single statement, this newly “conjoined” statement does not lead to an inference that Plaintiff is a “liar and an extortionist.” Accordingly, Defendant’s Motion to Dismiss Plaintiff's claim for defamation will be granted. B. False Light Under Pennsylvania law, a claim for false light is one of four torts which can support a claim for invasion of privacy. Santillo v. Reed, 634 A.2d 264 (Pa. Super. 1993). To establish a false light invasion of privacy claim, Pennsylvania law requires a plaintiff to show that a highly offensive false statement was publicized by a defendant with knowledge or in reckless disregard of the falsity. Id., citing, Neish v. Beaver Newspapers, Inc., 581 A.2d 619, 624 (Pa. Super. 1990), alloc. den., 593 A.2d 421 (Pa. 1991). Defendant, this is a legal conclusion which Plaintiff draws with no factual support. Thus, even if the Camille Cosby Statement could be read to infer that Camille Cosby had undisclosed defamatory facts related to this specific Plaintiff, the Court has no basis upon which it can legally conclude that this Statement can be attributed to Defendant or was authorized by him. 12

Céssé4 25 mc0 MES RWS Document 79-1 Filed DL/226.6 PReag a4 SL48 Pennsylvania Courts have relied upon the Restatement (Second) of Torts § 652E for distinguishing a false light claim from a defamation claim. Comment “b.” to this Section of the Restatement reads as follows: b. Relation to defamation. The interest protected by this Section is the interest of the individual in not being made to appear before the public in an objectionable false light or false position, or in other words, otherwise than as he is. In many cases to which the rule stated here applies, the publicity given to the plaintiff is defamatory, so that he would have an action for libel or slander under the rules stated in Chapter 24. In such a case the action for invasion of privacy will afford an alternative or additional remedy, and the plaintiff can proceed upon either theory, or both, although he can have but one recovery for a single instance of publicity. It is not, however, necessary to the action for invasion of privacy that the plaintiff be defamed. It is enough that he is given unreasonable and highly objectionable publicity that attributes to him characteristics, conduct or beliefs that are false, and so is placed before the public in a false position. When this is the case and the matter attributed to the plaintiff is not defamatory, the rule here stated affords a different remedy, not available in an action for defamation. Restatement (Second) of Torts § 652E, comment b. Comment “c.” defines the term “highly offensive” in this manner: c. Highly offensive to a reasonable person. The rule stated in this Section applies only when the publicity given to the plaintiff has placed him in a false light before the public, of a kind that would be highly offensive to a reasonable person. In other words, it applies only when the defendant knows that the plaintiff, as a reasonable man, would be justified in the eyes of the community in feeling seriously offended and aggrieved by the publicity. Complete and perfect accuracy in published reports concerning any individual is seldom attainable by any reasonable effort, and most minor errors, such as a wrong address for his home, or a mistake in the date when he entered his employment or similar unimportant details of his career, would not in the absence of special circumstances give any serious offense to a reasonable person. The plaintiff's privacy is not invaded when the unimportant false statements are made, even when they are made deliberately. It is only when there is such a major misrepresentation of his character, history, activities or beliefs that serious offense may reasonably be expected to be taken by a reasonable man in his position, that there is a cause of action for invasion of privacy. 13

Césséd 235 mc0O MES RWS Document 79-1 Fieed DL/226.6 PRegd.4 Sl48 Restatement (Second) of Torts § 652E, comment c. In the instant case, none of the three statements described above can be said to be “highly offensive” as that term is defined. Plaintiff's Complaint asserts that the three statements were “highly offensive” (see doc. no. 1-3, { 58), but this is a legal conclusion. The Complaint is otherwise devoid of any facts which support Plaintiff’s legal conclusion that the three statements are “highly offensive.” Moreover, none of the three statements specifically malign Plaintiff individually. Even if Plaintiff need not be specifically named in the statement which forms the basis for a false light claim (as is true for a defamation claim) in order to prove that the statement cast her in a false light, Plaintiff must still show that the conduct was “highly offensive” to her, as a reasonable person. None of the three statements provide a factual basis upon which this Court could find that “serious offense” could reasonably have been expected to be taken by a reasonable person in Plaintiff's position. As such, Plaintiffs allegations set forth in her Complaint fall short of providing a basis for her claim for false light, and thus, the Motion to Dismiss Plaintiff's false light claim will be granted. C. Intentional Infliction of Emotional Distress The Superior Court of Pennsylvania in Britt v. Chestnut Hill Coll. held as follows: Intentional infliction of emotional distress is defined in the Restatement (Second) of Torts as follows: One who by extreme and outrageous conduct intentionally or recklessly causes severe emotional distress to another is subject to liability for such emotional distress, and if bodily harm to the other results from it, for such bodily harm. Restatement (Second) of Torts, § 46(1). 14

Céssé4 23-mcO MES RWS Document 79-1 Filed DL/2246.6 PReg4d.4 SiL48 In addition to requiring that a plaintiff establish that the conduct complained of was outrageous, the Pennsylvania Supreme Court has required that the plaintiff present competent medical evidence to support the claim. In Kazatsky v. King David Memorial Park, 515 Pa. 183, 527 A.2d 988 (1987), our supreme court affirmed this court’s order sustaining a compulsory nonsuit for a claim of intentional infliction of emotional distress. Initially, the court noted that while it had previously acknowledged Section 46, it had never “had occasion to specifically adopt section 46 as the law in Pennsylvania”. Jd. With that in mind, the court ultimately held that “if section 46 of the Restatement is to be accepted in this Commonwealth, at the very least, existence of the alleged emotional distress must be supported by competent medical evidence.” Kazatsky, 515 Pa. at 197, 527 A.2d at 988 (1987). Applying that standard to the facts before it, the supreme court sustained the compulsory nonsuit because the record revealed that neither appellant had sought medical treatment and that they failed to support their claim with competent medical evidence. Britt, 632 A.2d 557, 561 (Pa. Super. 1993). The Supreme Court of Pennsylvania has held that in order to sustain a claim for intentional infliction of emotional distress, a plaintiff must allege that the defendant “‘has acted with intent which is tortious or even criminal, or that he had intended to inflict emotional distress, or even that his conduct has been characterized by ‘malice,’ or a degree of aggravation that would entitle the plaintiff to punitive damages for another tort.” Hoy v. Angelone, 720 A.2d 745 (Pa. 1998). Turning to the facts of this case, Plaintiff's claim for intentional infliction of emotional distress (“IED”) turns on the alleged facts that Defendant drugged her, sexually abused and raped her, and then called her a “liar and extortionist” after she publicly disclosed what he had allegedly done to her. Doc. no. 1-3, {{{[ 65-66. The three statements referenced in the Complaint, only one of which was uttered by Defendant himself, form the basis of her IIED claim. Two of these statements — the Martin Singer Statement and the Camille Cosby Statement — were not made by Defendant, the alleged attacker. Even assuming those two statements could be attributable to Defendant, through his agents — his attorney and wife — these three statements 15

Céssé4 23 mc0O MES RWS Document 79-1 Fieed DL/2246.6 PReg 4d 4 Olas would have to expressly and/or impliedly deny that Defendant sexually abused and raped Plaintiff. While none of the three statements go so far as to expressly deny that Defendant sexually abused and raped Plaintiff, read in a light most favorable to Plaintiff, this Court will consider whether they impliedly deny that Defendant did so. Assuming, arguendo, that the statements deny Defendant sexually abused and raped Plaintiff, the question next becomes whether that language so outrageous, atrocious, and contemptable that those statements could give rise to an IIED claim. The Court finds that the language does not rise to the level of outrage necessary to sustain an ITED claim under Pennsylvania law. In addition, the Court notes — as do both Plaintiff and Defendant in their respective briefs — that no Pennsylvania case law exists upholding an ILED claim which has been predicated upon defamatory language. See doc. no. 4, p. 14 and doc. no. 11, p. 14. Plaintiff argues that simply because Pennsylvania has not yet allowed such a cause of action, it has not prohibited one either. Doc. no. 11, p. 14. This Court takes no position on what Pennsylvania Courts may or may choose not do with respect to any future ITED claim predicated on an alleged defamatory statement(s). However, this Court does not find that the type of denials published in the three statements rise to the level of atrocious conduct necessary to preserve an ITED claim under Pennsylvania law. Without any legal support suggesting that an ITED claim can be predicated upon alleged defamatory language, and after concluding as a matter of law that the language itself is not defamatory, this Court must dismiss Plaintiff's ITED claim. III. Conclusion 16

Césséd 23 mc0O MES RWS Document 79-1 Fiteled@ DL226.6 PRgg 4.71 O10L48 As explained in detail above, each of the three claims asserted by Plaintiff will be dismissed. Each of the claims as asserted by Plaintiff in her Complaint fails as a matter of law. Even assuming the veracity of all that Plaintiff has pled here, the three statements do not support a claim for defamation as defined by Pennsylvania law. Likewise, the Plaintiff's Complaint fails to establish viable claims for false light or intentional infliction of emotional distress as those torts are defined by Pennsylvania law. Typically, the Court allows a plaintiff to amend a Complaint that is legally deficient unless doing so would be futile. See In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1434 (3d Cir.1997) (“.. . a district court may exercise its discretion and deny leave to amend on the basis of . . . futility.”). Given the state of the law on this matter, as will be discussed in greater detail below, any amendment would be futile, and thus Defendant’s Motion to Dismiss will be granted with prejudice. The Complaint in this case is very detailed and complete, drafted by experienced counsel. The three complained-of Statements are set forth in great detail. An Amended Complaint could not add anything to these three Statements. The Court is confident that if counsel for Plaintiff had additional complained-of statements, those additional statements would have been made part of the Complaint. Accordingly, the Court finds that allowing Plaintiff time to amend her Complaint would be futile, and thus, the Court will grant Defendant’s Motion and dismiss this case with prejudice. An appropriate Order shall follow. s/Arthur J. Schwab Arthur J. Schwab United States District Judge 17

Céssé4 25 mc0O MIS RWS Document 79-1 Fieled DL2246.6 PReg 44 SL48 ce: All Registered ECF Counsel and Parties 18

Case 1:15-cv-07433-RWS Document 30 Filed 01/25/16 Page 1of3 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. / PLAINTIFF, VIRGINIA L. GIUFFRE’S RESPONSE TO DEFENDANT’S NOTICE OF SUPPLEMENTAL AUTHORITY In response to Defendant’s Notice of Supplemental Authority [D.E. # 29], Plaintiff Virginia L. Giuffre, by and through her undersigned counsel, respectfully states as follows: As recounted by Defendant’s Notice of Supplemental Authority, the Hi// Court found that Cosby’s statements were not defamatory because they did not “lead to an inference that Plaintiff is a ‘liar and an extortionist.’” In vivid contrast, Maxwell called Ms. Giuffre’s assertions of sexual abuse “obvious lies.” It is axiomatic that a person telling “obvious lies” is a liar, and, therefore, the reasoning employed by the Hi// court is inapplicable to the statements made by Maxwell. Dated January 25, 2015 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200

Case 1:15-cv-07433-RWS Document 30 Filed 01/25/16 Page 2 of 3 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 30 Filed 01/25/16 Page 3 of 3 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on January 25, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case 1:15-cv-07433-RWS Document 32 Filed 01/28/16 Page 1 of1 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK VIRGINIA L. GIUFFRE USA / Plaintiff(s) ) ) V. ) Case No.: 15 CV 7433 ) GHISLAINE MAXWELL ) ) Defendant(s) ) ) ) NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a proceeding type held on date proceeding held has been filed by the court reporter/transcriber in the above-captioned matter. Redaction responsibilities apply to the attorneys of record or pro se parties, even if the person requesting the transcript is a judge or a member of the public or media. The parties have seven (7) calendar days from the date of filing of this NOTICE to file with the court any NOTICE OF INTENT TO REQUEST REDACTION of this transcript. A copy of said NOTICE must also be served on the court reporter. If no such NOTICE is filed, the transcript may be made remotely electronically available to the public without redaction after ninety (90) calendar days. This process may only be used to redact the following personal data identifiers: SocialSecurity numbers; dates of birth; minors’ names; and financial account numbers. See Federal Rule of Civil Procedure 5.2, and Federal Rule of Criminal Procedure 49.1. Parties wishing to request redaction of other information may proceed by motion. /s MICHAEL MCDANIEL Court Reporter Date:

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAIINTIFF, VIRGINIA GIUFFRE’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE BOIES, SCHILLER & FLEXNER LLP Sigrid McCawley (Admitted Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

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TABLE OF AUTHORITIES Page Cases Allied Irish Banks v. Bank of Am., N.A., PLU MRS EVGA IN GY ch OOP sets tee at Se Pas ata eis Na Saleh aint a land Ra Se a oe 2,3 Aurora Loan Servs., Inc. v. Posner, Posner & Assocs., P.C., 499 F. Supp. 20475 (S.D.N:Y.; 2007) cas citessdoieaes sess weanedivasscdu lens puataceteaietoedsadecnranayanes a taciaseteins 12 Browne of N.Y.C., Inc. v. AmBase Corp., TSO PR AO SD INGY 1993) siccis ss eaatscccasahtoleaee Rates eohoni ween ahaa atest eas 5 Century Indem. Co. v. Brooklyn Union Gas Co., 22 Mise; 3d: 1109(A)), 880: N.Y. Si 2d: 222 (Supe Ct, 2008) saci scsiocsnsadsaciacansvsdeadventuandnwacdeacsabes 11 Chevron Corp. v. Donziger 296.8 RDs 168 (5. DINy 2018) os ace teicaia suns aes een pa saree eee eae 4,6, 13 Delta Fin. Corp. v. Morrison, 13: Mise. 3d 442, 820 N.Y-S, 2d 745 (Sup: Ct. 2006) cicccccissccesvessierieiacsseusseevivesdssncesetisnveasdodesssetee 3 Dixon v. 80 Pine St. Corp., SG 20 TS 2G tr 197), so cceeteet a pac een ae eccthcan Gos Race OB ias ae cna weak 2 Egiazaryan v. Zalmayev, 290 F RD 421 (Sai YG DOTS )\acssscsaseatea dpaneacendth save so aeeraspanecaadsaaiaces tanard gaia aaataswawnkess passim Fine v. Facet Aerospace Prod. Co., MSs De gl INYO ae hess oe tan gee lat tat AGO eeeate e 11 Finkelman v. Klaus, 2007 WL 4303538 (N.Y.Sup. Ct. Nov. 28, 2007)........cscsssssccsseceeceeecseeeeeeeeesseceaecneeeaeeeneerees 6, 7 Grinnell Corp. v. ITT Corp. DD eR DE TA CIDE DOU) 9) goa aiceveselor sec Segcs ceo ae at oaaas aed ove ics cass ue eames ea 13 In re Grand Jury Subpoena Duces Tecum Served Upon Shargel, TARP Ol (2d Cite, LOSE Ves aax ha aed ntetno adil matilisdcks iota yasded neiles ganaiiae idoeeduansdeurduensantiaeeals 10 In re Nassau Cnty. Grand Jury Subpoena Duces Tecum Dated June 24, 2003, AWN Y 3 30065579 TINY Ss, 20. 7903 BOUIN 2 NES a car aaa ae oa oe et as caeahceat a pi In re Rivastigmine II Patent Litig., 257 RD. 69 (S.D.N. Y ¢ 2006) saessevecczs dea sanscesad ina ay snivetaasnd Ais Sv taladend aig ease a av hadnt 7

Klein, Varble & Associates, P.C. vy. DeCrescenzo, 39 Misce.3d:1240(A): 975 N-Y.S, 2d 366:(Sup. Cty 2013 pics scsclcadedstsandennsseandonesatavdenedadeuades 139 Nance v. Thompson Med. Co., 17S F ORD 178 (ED Tex: 1997 esse trtas tise sesiseans Se enaaikss asus Sateen ease oes 8 NXIVM Corp. v. O'Hara, ZALESR ID AOS (NAD NY 200 ie cisssccencisesecets eters Miguee ident Ai eareudns Anan ens Mae enaenee 8 Pem-Am, Inc. v. Sunham Home Fashions, LLC, No. 03 CIV. 1377JFKRLE, 2007 WL 3226156 (S.D.N.Y. Oct. 31, 2007)......cccecccsseeseeseeseeeeee 4 People v. Mitchell, 58 N.Y.2d 368, 461 N.Y.S. 2d 267, 448 N.E.2d 121 (1983) ..... cc cecsescssccstecsseseesscsssesesesseeeeees 3 Safeco Ins. Co. of America v. M.E.S., Inc., No. 09-CV-3312, 2013 WL 1680684 (E.D.N.Y. Apr. 17, 2013)... ccccccecceessesseeteesecteeeseeeeees 13 Sarfati v. Bertino, 24 Misc. 3d 133(A), 890 N.Y.S.2d 371 (App. Term 2009) 0.0... ec ccesceseesecseeeeceeeeeceseeeeeaeeneeees 10 S.E.C. v. Yorkville Advisors, LLC, BOO ESRI SDS IN Mes 2A asi ole eae tare oi cee ance aac etna el’ oe cach aden nse 1125.43 Stenovich v. Wachtell, Lipton, Rosen & Katz LOS Mise, 206:99--756.N, Yeo. 20: 3 10 (Supe Cbs 2003 \y-wssetsssntunciswavaatsatuaucdasdsndviatetarennpardseeaeees 11 United States v. Ackert, MG Fe SG (2d Cit 10 Yonsei ate ca ae aa Ee oie a aa aha aes auth 9 United States v. Bilzerian, O26, FO A28S (20Cir., JOON) oceans secede ce gubeat cle ditsteaaieaeaadadte weap ieotcty Rata eng erate cancun teak 11 Von Bulow by Auersperg v. Von Bulow, 811 F. 2d 136 (2d Cir. 1987), 481 U.S. 1015, 107 S.Ct. 1891, 95 L.Ed. 2d 498 (1987) ou... 3 Statutes Bede Re Oye PG ia acsc cau tucasects li tetawydaaducausuacsenseasiaaecatele qd oa toianante ceca tanta Ge csvtaad on temraktnesuartacer tees 15 ili

Plaintiff Virginia L. Giuffre, by and through undersigned counsel, respectfully submits this Motion to Compel Production of Documents Subject to Improper Claim of Attorney-Client Privilege and Common Interest Privilege. For the reasons set forth below, this Court should grant Plaintiffs Motion in its entirety. I. PRELIMINARY STATEMENT Defendant Maxwell asserts improper claims of attorney-client privilege and common interest in her privilege log in a wrongful attempt to withhold responsive documents from discovery. See Declaration of Sigrid McCawley (“McCawley Decl.”) at Exhibit 1, Maxwell’s Privilege Log'. The documents at issue include communications solely between Maxwell and other non-attorneys, and communications between Maxwell and an attorney in which third parties are present, waiving the privilege. New York privilege law does not recognize such communications as being privileged in any way. To the contrary, New York state and federal courts require that such communications be produced. In addition, Maxwell has failed to furnish an adequate privilege log, making it impossible for Plaintiff to assess the propriety of the privilege claims, and that is grounds for rejecting a claim of privilege, as discussed below. S.E.C. v. Yorkville Advisors, LLC, 300 F.R.D. 152, 164 (S.D.N.Y. 2014). Finally, Ms. Maxwell’s privilege log states that she is withholding documents “pursuant to British law” and Colorado law. However, British law and Colorado law do not apply to this case, as Maxwell has already conceded. New York law applies to this case. See Defendant Ghislaine Maxwell’s Memorandum of Law In Support of Motion to Dismiss [D.E. 15] (“Maxwell MTD”) at 7. (“Here, because Ms. Maxwell is a resident of New York, and one of the purported statements was made in New York, this state has arguably a more substantial ' The number of each log entry has been added for ease of reference in this Motion.

relationship to the alleged tort . . . For these reasons, Ms. Maxwell asks the Court to apply New York law .. .”). Accordingly, the privileges she claims must be under New York law, and all other claims of purported privilege are invalid. II. LEGAL ARGUMENT 1. Legal Standard a. New York Privilege Law Controls New York law governs the analysis of attorney-client privilege claims in this diversity action arising out of New York law.” See Allied Irish Banks v. Bank of Am., N.A., 240 F.R.D. 96, 102 (S.D.N.Y. 2007) (“Because this Court's subject matter jurisdiction is based upon diversity . . . State law provides the rule of decision concerning the claim of attorney-client privilege’), citing Fed.R.Evid. 501; Dixon v. 80 Pine St. Corp., 516 F.2d 1278, 1280 (2d Cir.1975). The privilege laws of any other jurisdiction, including Colorado and the United Kingdom, do not apply to Ms. Maxwell’s documents. New York's statutory codification of the attorney-client privilege provides as follows: “an attorney or his or her employee, or any person who obtains without the knowledge of the client evidence of a confidential communication made between the attorney or his or her employee and the client in the course of professional employment, shall not disclose, or be allowed to disclose such communication, nor shall the client be compelled to disclose such communication ....” N.Y. C.P.L.R. § 4503(a)(1). “The attorney-client privilege protects confidential communications between a lawyer and client relating to legal advice sought by the client.” Jn re Nassau Cnty. Grand Jury Subpoena Duces Tecum Dated June 24, 2003, 4 N.Y.3d 665, 678, 797 N.Y.S.2d 790, 830 N.E.2d 1118 * In the Motion to Dismiss, Maxwell does not dispute that NY law applies. See D.E. 15, Maxwell MTD at 7.

(2005) (citing Priest v. Hennessy, 51 N.Y.2d 62, 68-69, 431 N.Y.S.2d 511, 409 N.E.2d 983 (1980)) (additional citation omitted). For the privilege to apply, the communication itself must be “primarily or predominantly of a legal character.” Delta Fin. Corp. v. Morrison, 13 Misc. 3d 441, 444, 820 N.Y.S.2d 745, 748 (Sup. Ct. 2006) “The critical inquiry is whether, viewing the lawyer's communication in its full content and context, it was made in order to render legal advice or services to the client.” Allied Irish Banks, 240 F.R.D. at 103 (2007) (finding that party had not met its burden showing the applicability of the attorney-client privilege nor met its burden showing that any privilege has not been waived). The party asserting privilege carries the burden to prove every element of the privilege. People v. Mitchell, 58 N.Y.2d 368, 373, 461 N.Y.S.2d 267, 448 N.E.2d 121 (1983). The party asserting privilege also has the burden to establish that there has been no waiver. Egiazaryan v. Zalmayey, 290 F.R.D. 421, 428 (S.D.N.Y. 2013). Such showings must be based on competent evidence, usually through affidavits, deposition testimony, or other admissible evidence. See Von Bulow by Auersperg v. Von Bulow, 811 F.2d 136, 147 (2d Cir.), cert. denied, 481 U.S. 1015, 107 S.Ct. 1891, 95 L.Ed.2d 498 (1987); Bowne of N.Y.C., Inc. v. AmBase Corp., 150 F.R.D. 465, 472 (S.D.N.Y.1993). Egiazaryan v. Zalmayev, 290 F.R.D. 421, 428 (S.D.N.Y. 2013) b. The Common Interest Privilege Dose Not Apply Maxwell asserts a “common interest” privilege in entries 6, 7, 11, 14, 15, 19, and 20, but on their face, as Maxwell herself describes them, these entries do not qualify for this privilege because no attorney is involved in the communications. The common interest privilege also fails for entry 16 because Ms. Maxwell fails to satisfy her burden in making such a claim. “New York courts applying the common interest rule to civil proceedings have often looked to federal case law for guidance.” Egiazaryan, 290 F.R.D. at 433. “The common interest

rule is an extension of the attorney-client privilege and not an independent basis for privilege.” Pem-Am., Inc. v. Sunham Home Fashions, LLC, No. 03 CIV. 1377JFKRLE, 2007 WL 3226156, at *2 (S.D.N.Y. Oct. 31, 2007). “In order for a communication to be privileged within the common interest rule, it... must still meet the requirements of a privileged attorney-client communication.” Id. (Emphasis added). “[T]he so-called joint defense privilege or common interest rule . . . serves to protect the confidentiality of communications passing from one party to the attorney for another party where a joint defense effort or strategy has been decided upon and undertaken by the parties and their respective counsel.” Chevron Corp. v. Donziger, 296 F.R.D. 168, 203 (S.D.N.Y. 2013) (internal quotation marks omitted) (emphasis added). “A party asserting it first must establish that the documents purportedly subject to the rule are in fact attorney-client communications subject to the attorney-client privilege.” /d. Further: [a]s in all claims of privilege arising out of the attorney-client relationship, a claim resting on the common interest rule requires a showing that the communication in question was given in confidence and that the client reasonably understood it to be so given. And once the party claiming common interest privilege has established that the documents in question are subject to the attorney-client privilege, it must further show that (1) it shares a common legal interest with the party with whom the documents or information were shared, and (2) the statements for which protection is sought were designed to further that interest. Id. (internal quotes omitted, emphasis added). The “joint defense” or “common interest” privilege does not protect any of the documents for which Ms. Maxwell invokes the privilege. The “common interest” or “joint defense” privilege can only be invoked when at least one attorney for one of the parties is present for the communication. Egiazaryan v. Zalmayev, 290 F.R.D. 421, 434 (S.D.N.Y. 2013) (“communications are protected where there is a disclosure by A to the attorney representing B and vice-versa’). Therefore, Maxwell’s

communications with other parties, outside the presence of counsel for either party, does not come under the common interest or joint defense privilege under New York law, and Maxwell must produce these communications. Despite there being no attorney involved in the communications, Maxwell asserts the common interest privilege in all her communications with convicted pedophile Jeffrey Epstein. See entries 6, 7, 11, 14, 15, 19, and 20, Maxwell Privilege Log. In addition to the reasons above, this assertion also fails because “[t]he common interest rule does not apply merely because two parties share the same attorney or because one party has an interest in a litigation involving another party. Rather, ‘[t]here must be a substantial showing by parties attempting to invoke the protections of the privilege of the need for a common defense as opposed to the mere existence of acommon problem.’ Finkelman v. Klaus, 2007 WL 4303538, at *4 (N.Y.Sup.Ct. Nov. 28, 2007).” Egiazaryan v. Zalmayev, 290 F.R.D. at 434. To be sure, Ms. Maxwell and Jeffrey Epstein share a common problem: they both trafficked an underage girl for prostitution. However, Ms. Maxwell has offered no proof of a common interest under the applicable law between herself and Epstein that would satisfy this doctrine, a doctrine which cannot be invoked anyway, due to the absence of the attorney-client privilege for these non-attorney communications. The remaining document that purports to be covered by the “common interest” privilege, entry 16, is an email communication between Philip Barden, Esq. and Martin Weinberg, Esq. This assertion of privilege also fails. Ms. Maxwell has made no showing whatsoever that any “common interest” exists between Barden and Weinberg; she doesn’t even identify who they are or what clients they represent. Therefore, this communication does not fall within that privilege.

Furthermore, the burden of establishing that a “common interest” privilege applies always rests upon the person asserting it. Chevron Corp. v. Donziger, 296 F.R.D. 168, 203 (S.D.N.Y. 2013). This showing must be made on a document-by-document basis, and based on competent evidence, usually through the admission of affidavits, deposition testimony or other admissible evidence. Jd. Ms. Maxwell has put forth no evidence or argument that there exists a joint defense agreement between the parties represented by Mr. Barden and Mr. Weinberg; therefore, Maxwell has not met her burden in establishing that a “joint defense” agreement even exists. For the foregoing reasons, Ms. Maxwell should produce entries 6, 7, 11, 14, 15, 16, 19, and 20 because she cannot, as a matter of law, show that the common interest privilege exist as to entries 6, 7, 11, 14, 15, 19, and 20, and she has failed to satisfy her burden to make any showing that there exists a common interest agreement that would protect entry number 16. 2. No Privilege Attaches to Communications Between Maxwell and NonAttorneys a. Communications with Non-Attorney Jeffrey Epstein and Non-Attorney Ross Gow’ Maxwell wrongly asserts a “common interest” privilege for communications with convicted pedophile Jeffrey Epstein in entries 6, 7, 11, 14, 15, 19, 20, and with Ross Gow in entries 3, 4, and 5. As discussed above, no privilege can attach because no legal advice was sought or rendered among these three non-attorneys. Moreover, neither billionaire Epstein nor Ms. Maxwell is a legal professional, paralegal, or part of a related trade, nor are they directly supervised by an attorney. Therefore, the communications made among each other are not covered by any privilege that attaches to the communications to those acting “under the authority > Ms. Maxwell’s communications with Gow are key documents in this case, as the sole claim concerns Ms. Maxwell defaming Ms. Giuffre in the press, yet Maxwell has arbitrarily refused to produce this highly relevant discovery.

or control of an attorney.” See, e.g., In re Rivastigmine IT, 237 F.R.D. 69, 82 (S.D.N.Y. 2006). Even if legal advice was being discussed back and forth among those non-attorneys, such communications still would not fall under the ambit of attorney-client privilege (or, derivatively, common interest privilege) under New York law. See Finkelman v. Klaus, 17 Misc. 3d 1138(A), 856 N.Y.S.2d 23 (Sup. Ct. 2007) (“[The attorney-client privilege] does not, however, cover communications between a non-lawyer and a client that involve the conveyance of legal advice offered by the non-attorney, except perhaps when the non-lawyer is acting under the supervision or the direction of an attorney.”). Accordingly, there is no mechanism that would attach any privilege to the communications between Ms. Maxwell and Jeffrey Epstein and between Ms. Maxwell and Ross Gow. b. Communications among Maxwell, Non-Attorney Ross Gow, and Attorneys Ms. Maxwell wrongly asserts attorney-client privilege for communications among her press agent and attorneys in entries 8, 10, 12, 13, and 18. This also fails. Under New York law, coordination of a media campaign among counsel and a public relations firm is not “legal advice” subject to attorney-client privilege. See Egiazaryan v. Zalmayev, 290 F.R.D. 421, 431 (S.D.N.Y. 2013) (finding waiver of attorney-client privilege when the public relations firm participated in attorney-client communications: “[the party] has not shown that [the public relation’s firm’s] involvement was necessary to facilitate communications between himself and his counsel, as in the case of a translator or an accountant clarifying communications between an attorney and client”).* * “Tt is settled that communications made between a client and lawyer in the presence of a third party are not privileged.” Klein, Varble & Associates, P.C. v. DeCrescenzo, 39 Misc. 3d 1240(A), 975 N.Y.S.2d 366 (Sup. Ct. 2013) affd as modified, 119 A.D.3d 655, 988 N.Y.S.2d 897 (2014).

The Egiazaryan court explained: “[the public relations firm] was not competent to act as [the party’s] attorney and the mere fact that it was inserted into the legal decisionmaking process does nothing to explain why [the public relation’s firm’s] involvement was necessary to [the party’s] obtaining legal advice from his actual attorneys. Instead, it simply demonstrates the circumstances under which the waiver occurred.” Jd. See also NXIVM Corp. v. O'Hara, 241 F.R.D. 109, 141 (N.D.N.Y. 2007) (agency exception to the attorney-client privilege is inapplicable under New York law to communications with a public relations firm “providing ordinary public relations advice and assist[ing] counsel in assessing the probable public reaction to various strategic alternatives”) (citation and internal quotation marks omitted); Nance v. Thompson Med. Co., 173 F.R.D. 178, 182—83 (E.D.Tex. 1997) (waiver of attorney-client privilege occurred under New York law when otherwise privileged documents were shared with a public relations firm). Ross Gow is a public relations professional. He is a managing partner at ACUITY Reputation in London, a public relations firm.” ACUITY Reputation does not provide legal advice, but instead helps clients “manage reputation and forge opinion through Public Relations, ”° Ms. Maxwell has made no representation strategic communications and high-level networking. or showing that Gow was “called upon to perform a specific litigation task that the attorneys needed to accomplish in order to advance their litigation goals - let alone a task that could be 666 characterized as relating to the “‘administration of justice.’” Egiazaryan, 290 F.R.D. at 432. Rather, Ross Gow “was involved in . . . public relations activities aimed at burnishing” Ms. Maxwell’s image. Jd. > Upon information and belief, Ross Gow’s LinkedIn profile, detailing his profession, See McCawley Decl. at Exhibit 2. ° ACUITY Reputation website at: http://acuityreputation.com/

Therefore, any attorney-client privilege that may, have attached to her communications with attorneys Jaffe and Barden’, was waived through their disclosure to the third-party public relations professional because there has been no showing that Gow’s involvement was necessary to facilitate communications between Ms. Maxwell and attorneys Jaffe and Barden. See Egiazaryan, 290 F.R.D. at 433. In fact, such a showing would be impossible for Ms. Maxwell to make under existing case law. There are no foreign language barriers or complex technical jargon barriers between Maxwell and her counsel that would require a public relations professional to act as an intermediary to translate the communications between attorney and client.* Gow is merely a public relations professional, working at a public relations firm, who issued a statement to the press on behalf of Ms. Maxwell. Accordingly, Maxwell’s claims of attorney-client privilege for entries 8, 10, 12, 13, and 18 fail. Cc. The Communication among Maxwell, Not-Attorney Mark Cohen, and Attorney As stated above, “[i]t is settled that communications made between a client and lawyer in the presence of a third party are not privileged.” Klein, Varble & Associates, P.C. v. DeCrescenzo, 39 Misc. 3d 1240(A), 975 N.Y.S.2d 366 (Sup. Ct. 2013) aff'd as modified, 119 A.D.3d 655, 988 N.Y.S.2d 897 (2014). The communication between Ms. Maxwell and Philip Barden, Esq. was in the presence of third party, non-attorney Mark Cohen. Therefore, Ms. Maxwell’s claim of attorney-client privilege fails, and she must produce entry 17. 7 Ms. Maxwell has not met her burden to demonstrate that any attorney-client privilege attaches to her communications with Jaffe and Barden. Indeed, she has not even alleged that they represent her. * <A] communication between an attorney and a third party does not become shielded by the attorneyclient privilege solely because the communication proves important to the attorney's ability to represent the client.” United States v. Ackert, 169 F.3d 136, 140 (2d Cir.1999).

d. Communications Involving Maxwell and Brett Jaffe or Philip Barden Maxwell has not carried out her burden of establishing that the attorney-client privilege attaches to the communications with Brett Jaffe, Esq. or Philip Barden, Esq. First, she has not even claimed that she has an attorney-client relationship with either Jaffe or Barden. Second, she has not claimed that the communications were seeking legal advice or receiving legal advice, as her “descriptions” are wholly inadequate, as discussed below. Every one of them simply states: “Communication re: legal advice.” This is the same, rote description she gives even to her emails with non-lawyers. As this Court is aware, not all communications with an attorney are privileged. The attorney-client privilege only encompasses confidential communications necessary to obtain informed legal advice and advocacy. See In re Grand Jury Subpoena Duces Tecum Served Upon Shargel, 742 F.2d 61, 62 (2d Cir.1984). Indeed, “[a] communication which has no direct relevance to the legal advice to be given, unlike a communication which relates to the subject matter of the attorney's professional employment, is a collateral matter, which is not privileged.” Sarfati v. Bertino, 24 Misc. 3d 133(A), 890 N.Y.S.2d 371 (App. Term 2009). The attorney-client privilege is also narrowly interpreted: “[s]ince the privilege prevents disclosure of relevant evidence and thus impedes the quest for truth, ... it must “be strictly confined within the narrowest possible limits consistent with the logic of its principle.” ’ See In re Shargel, 742 F.2d at 62 . (quoting 8 J. WIGMORE, EVIDENCE § 2291 (McNaughton rev. ed.1961)). That Gow, a public relations professional, was involved in so many of the communications with Jaffe and Barden, creates a presumption that these communications focused on public relations matters, and were not centered on giving legal advice. The attorney10

client privilege “does not extend to business advice, even if provided by an attorney.” Stenovich v. Wachtell, Lipton, Rosen & Katz, 195 Misc. 2d 99, 106-07, 756 N.Y.S.2d 367, 376 (Sup. Ct. 2003), citing Fine v. Facet Aerospace Prod. Co., 133 F.R.D. 439, 444 (S.D.N.Y.1990). By the same principle, public relations advice, even if given by an attorney, is not privileged. For the foregoing reasons, Maxwell has not met her burden to show that these communications are privileged. Finally, this Court should note that in Defendant’s Initial Disclosures, she stated that “Email correspondence between Philip Barden and Ghislaine Maxwell concerning the issuance of statements to the press (March 2011 — January 2015)” are among the documents that “may be used to support Defendant’s claim or defenses.” Despite this statement in her Rule 26 disclosures, Maxwell still wrongfully asserts attorney-client privilege for these documents. This is more evidence that this defendant is attempting to impermissibly use the attorneyclient privilege as a sword and a shield, as her disclosures reveal she intends to selectively use these purportedly privileged documents to make her defense. New York law does not permit self-serving, selective disclosure of privileged materials. “[P]rivilege is a shield and must not be used as a sword. Where a party places the subject matter of a normally privileged communication or document at issue, or, where invasion of the privilege is required to determine the validity of the claim or defense and the application of the privilege would deprive the adversary of vital information, fairness requires the finding of waiver.” Century Indem. Co. v. Brooklyn Union Gas Co., 22 Misc. 3d 1109(A), 880 N.Y.S.2d 222 (Sup. Ct. 2008) (internal quotations and citations omitted). See also United States v. Bilzerian, 926 F.2d 1285, 1292 (2d Cir. 1991) (“[T]he attorney-client privilege cannot at once be used as a shield and a sword. ... The privilege takes flight if the relation is abused.... A defendant may not use the privilege to prejudice his 11

opponent's case or to disclose some selected communications for self-serving purposes. ... Thus, the privilege may implicitly be waived when defendant asserts a claim that in fairness requires examination of protected communications.”’) (internal quotations and citations omitted). For all of the foregoing reasons, Ms. Maxwell should disclose these documents relevant to entry numbers 1, 2, and 9. 3. Maxwell’s Privilege Log Descriptions Are Inadequate “Failure to furnish an adequate privilege log is grounds for rejecting a claim of attorney client privilege.” Aurora Loan Servs., Inc. v. Posner, Posner & Assocs., P.C., supra, 499 F.Supp.2d 475, 479 (S.D.N.Y. 2007). The information set forth in Maxwell’s log is too sparse to comply with Federal Rule of Civil Procedure 26(b)(5) and Local Rule 26.2(a)(2)(B)'s requirement that a party asserting privilege disclose information sufficient “to enable other parties to assess the claim.” The limited “descriptions” on the privilege log make it impossible for Plaintiffs to assess the propriety of the privilege claims. Over, and over again, each and every entry on the Maxwell Privilege Log insufficiently describes the subject matter of the communications as “Communication re: legal advice.” See McCawley Decl. at Composite Exhibit 1. Maxwell, has failed to comply with Local Rule 26.2(a)(2)(B), which requires that “the general subject matter of the communication” be stated in the privilege log. The “subject matter” is not stated; it does not even indicate the matter or general topic upon which the purported attorney-client communication was made. Therefore, there is no “basis to conclude that the document contains legal advice that reelects a client confidence.” Yorkville Advisors, LLC, 300 F.R.D. at 164. With these unvarying and scanty descriptions, there is no way to assess if the withheld documents do, in fact, contain privileged material. 12

For example, in Chevron Corp. v. Donziger, the Court held that descriptions such as, “Email concerning litigation status and strategy,” and “Email concerning litigation status and strategy re Lago Agrio litigation” were inadequate. No. 11 CIV. 0691 LAK JCF, 2013 WL 4045326, at *2 (S.D.N.Y. Aug. 9, 2013). Yet even those brief descriptions, rejected by the Chevron Court, are a surfeit of information and detail compared to Ms. Maxwell’s paltry, onesize-fits-all “Communication re: legal advice.” Therefore, controlling precedent requires a finding that the Maxwell Privilege Log is inadequate.’ Furthermore, the descriptions do not provide the titles or the roles of the authors and recipients, which also makes this privilege log inadequate. See S.E.C. v. Yorkville Advisors, LLC, 300 F.R.D. 152, 164 (S.D.N.Y. 2014). For example, for claims of attorney-client privilege, Ms. Maxwell does not even assert that individuals such as Brett Jaffe, Philip Barden, or Martin Weinberg represent her, or that any attorney-client relationship exists between them. Furthermore, there is no explanation as to how she could possibly claim an attorney-client privilege with non-attorney Ross Gow and non-attorney Jeffrey Epstein, as discussed above. For the foregoing reasons, Maxwell’s Privilege Log fails to provide the information required by Federal Rule of Civil Procedure 26(b)(5) and Local Civil Rule 26.2(a)(2)(A), and it does not provide sufficient information to support the privilege claims asserted therein. Accordingly, this Court should find that Maxwell has waived her privilege claim for every entry which describes the subject matter as “Communication re: legal advice,” or at the very least, theweig ieiseane Comtnast conduct an in camera inspection of these documents to test the propriety of a claim of privilege where no attorney is part of the communication and the privilege log description does not provide adequate detail. See Grinnell Corp. v. ITT Corp., 222 F.R.D. 74, 78 (S.D.N. Y.2003) (examining privilege log as well as documents themselves in order to determine applicability of the privilege); Safeco Ins. Co. of America v. M.E.S., Inc., No. 09—CV-—3312, 2013 WL 1680684, at *4 (noting that “[i]n camera review is ‘a practice both long-standing and routine in cases involving claims of privilege.’ ”) (quoting Jn re Grand Jury Subpoenas Dated Mar. 19, 2002 & Aug. 2, 2002, 318 F.3d 379, 386 (2d Cir.2003)). 13

require Maxwell to submit the documents in question for in camera review to determine whether they are actually subject to any privilege claim. CONCLUSION For the foregoing reasons, this Court should order Ms. Maxwell to produce the documents listed in her privilege log, or at the very least, conduct an in camera inspection to determine whether or not these documents are privileged under applicable law.’° Dated: February 26, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 '° Ms. Maxwell’s Privilege Log is also incomplete because she has unilaterally, arbitrarily, and wrongfully withheld production of responsive documents from a great portion of the Relevant Period, as addressed in detail in Ms. Giuffre’s Motion to Compel the Production of Documents Subject to Improper Objections. Accordingly, to the extent that Ms. Maxwell claims responsive documents from the remainder of the Relevant Period are privileged, she must furnish a revised privilege log bearing description of those documents as well. 14

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on February 26, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 15

Case 1:15-cv-07433-RWS Document 34 Filed 02/26/16 Page 1 of 3 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. Ze I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Motion to Compel Production of Documents Subject to Improper Claim of Privilege. 3. Attached hereto as Exhibit 1, is a true and correct copy of Defendant Ghislaine Maxwell’s Privilege Log. 4. Attached hereto as Exhibit 2, is a true and correct copy of Ross Gow’s LinkedIn profile. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Case 1:15-cv-07433-RWS Document 34 Filed 02/26/16 Page 2 of 3 Dated: February 26, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 34 Filed 02/26/16 Page 3 of 3 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on February 26, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case 1:15-cv-07433-RWS Document 34-1 Filed 02/26/16 Page 1 of 6 EXHIBIT 1

Case 1:15-cv-07433-RWS Document 34-1 Filed 02/26/16 Page 2 of 6 United States District Court For The Southern District of New York Giuffre v. Maxwell 15cv-07433-RWS ***Per Local Rule 26.2, the following privileges are asserted pursuant to British law, Colorado law and NY law. TAB DATE DOC. FROM TO CC |RELATIONSH| SUBJECT PRIVILEGE TYPE IP MATTER 1. 2011.03.15 E-Mails Ghislaine Brett Jaffe, Esq. Attorney / Communication Attorney-Client Maxwell Client re: legal advice 2. 2011.03.15 E-Mails Brett Jaffe, Ghislaine Maxwell Attorney / Communication Attorney-Client Esq. Client re: legal advice 3: 2015.01.02 E-Mails Ross Gow Ghislaine Maxwell Attorney Communication Attorney-Client Agent / re: legal advice 4. 2015.01.02 E-Mail Ghislaine Ross Gow Attorney Communication Attorney-Client Maxwell Agent / re: legal advice 5. 2015.01.02 E-Mail Ross Gow Ghislaine Maxwell Brian Basham | Attorney Communication Attorney-Client Agent / re: legal advice 6. 2015.01.06 E-Mail Ghislaine Jeffrey Epstein Common Communication Common Interest Maxwell Interest re: legal advice 7. 2015.01.06 E-Mail Ghislaine Jeffrey Epstein, Attorney / Communication Common Interest Maxwell Alan Dershowitz, Esq. Client re: legal advice 8. 2015.01.10 E-Mail Ghislaine Philip Barden, Esq., Ross Attorney / Communication Attorney-Client Maxwell Gow Client re: legal advice 9. 2015.01.10 E-Mail Ghislaine Philip Barden, Esq. Client / Communication Attorney-Client Maxwell Attorney re: legal advice 10. 2015.01.09 E-Mails Ross Gow Philip Barden, Esq. G. Agent / Communication Attorney-Client 2015.01.10 Maxwell Attorney / re: legal advice 11. 2015.01.11 E-Mail Ghislaine Jeffrey Epstein Common Communication Common Interest Maxwell Interest re: legal advice 12. 2015.01.11 E-Mail Philip Barden, | Ross Gow G. Attorney / Communication Attorney-Client Esq. Maxwell Agent / Client | re: legal advice 13. 2015.01.11 E-Mail Philip Barden, | Ghislaine Maxwell Ross Gow Attorney / Communication Attorney-Client Esq. Agent / Client | re: legal advice 14. 2015.01.11— | E-Mails Jeffrey Epstein | Ghislaine Maxwell Common Communication Common 2015.01.17 Interest re: legal advice Interest

Case 1:15-cv-07433-RWS Document 34-1 Filed 02/26/16 Page 3 of 6 TAB DATE DOC. FROM TO CC IRELATIONSHI) SUBJECT PRIVILEGE TYPE P MATTER 15. 2015.01.13 E-Mail Ghislaine Jeffrey Epstein Common Communication Common Maxwell Interest re: legal advice Interest 16. 2015.01.13 E-Mail Philip Barden, | Martin Weinberg, Esq. Common Communication Common Esq. Interest re: legal advice Interest Privilege 17. 2015.01.13 E-Mails Philip Barden, | Ghislaine Maxwell Mark Cohen Attorney / Communication Attorney-Client Esq. Client re: legal advice 18. 2015.01.21 E-Mail Ross Gow Philip Barden, Esq., Agent / Communication Attorney-Client Ghislaine Maxwell Attorney / re: legal advice 19. 2015.01.21 - E-Mails Jeffrey Epstein | Ghislaine Maxwell Common Communication re: Common Interest 2015.01.27 Interest legal advice Privilege 20. 2015.01.21- E-Mails Ghislaine Jeffrey Epstein Common Communication re: | Common Interest 2015.01.27 Interest legal advice Privilege

Case 1:15-cv-07433-RWS Document 34-1 Filed 02/26/16 Page 4 of 6

Case 1:15-cv-07433-RWS Document 34-1 Filed 02/26/16 Page 5 of 6 United States District Court For The Southern District of New York Giuffre v. Maxwell 15-cv-07433-RWS ***Per Local Rule 26.2, the following privileges are asserted pursuant to British law, Colorado law and NY law. DATE DOC. FROM TO CC RELATIONSHIP | SUBJECT MATTER PRIVILEGE TYPE OF PARTIES 2011.03.15 E-Mails Ghislaine Maxwell Brett Jaffe, Esq. Attorney / Client Communication re: Attorney-Client legal advice 2011.03.15 E-Mails Brett Jaffe, Esq. Ghislaine Maxwell Attorney / Client Communication re: Attorney-Client legal advice 2015.01.02 E-Mails Ross Gow Ghislaine Maxwell Attorney Agent / Communication re: Attorney-Client Client legal advice 2015.01.02 E-Mail Ghislaine Maxwell Ross Gow Attorney Agent / Communication re: Attorney-Client Client legal advice 2015.01.02 E-Mail Ross Gow Ghislaine Maxwell Brian Attorney Agent / Communication re: Attorney-Client Basham | Client legal advice 2015.01.06 E-Mail Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest legal advice 2015.01.06 E-Mail Ghislaine Maxwell Jeffrey Epstein, Attorney / Client Communication re: Common Interest Alan Dershowitz, Esq. legal advice 2015.01.10 E-Mail Ghislaine Maxwell Philip Barden, Esq., Attorney / Client Communication re: Attorney-Client Ross Gow legal advice 2015.01.10 E-Mail Ghislaine Maxwell Philip Barden, Esq. Client / Attorney Communication re: Attorney-Client legal advice 2015.01.09 E-Mails Ross Gow Philip Barden, Esq. G. Agent / Attorney / Communication re: Attorney-Client 2015.01.10 Maxwell | Client legal advice 2015.01.11 E-Mail Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest legal advice 2015.01.11 E-Mail Philip Barden, Esq. Ross Gow G. Attorney / Agent / Communication re: Attorney-Client Maxwell | Client legal advice 2015.01.11 E-Mail Philip Barden, Esq. Ghislaine Maxwell Ross Attorney / Agent / Communication re: Attorney-Client Gow Client legal advice 2015.01.11— | E-Mails Jeffrey Epstein Ghislaine Maxwell Common Interest Communication re: Common Interest 2015.01.17 legal advice Privilege

Case 1:15-cv-07433-RWS Document 34-1 Filed 02/26/16 Page 6 of 6 DATE DOC. FROM TO CC RELATIONSHIP | SUBJECT MATTER PRIVILEGE TYPE OF PARTIES 2015.01.13 E-Mail Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest legal advice Privilege 2015.01.13 E-Mail Philip Barden, Esq. Martin Weinberg, Esq. Common Interest Communication re: Common Interest legal advice Privilege 2015.01.13 E-Mails Philip Barden, Esq. Ghislaine Maxwell Mark Attorney / Client Communication re: Attorney-Client Cohen legal advice 2015.01.21 E-Mail Ross Gow Philip Barden, Esq., Agent / Attorney / Communication re: Attorney-Client Ghislaine Maxwell Client legal advice 2015.01.21 - E-Mails Jeffrey Epstein Ghislaine Maxwell Common Interest Communication re: Common Interest 2015.01.27 legal advice Privilege 2015.01.21- E-Mails Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest 2015.01.27 legal advice Privilege

Case 1:15-cv-07433-RWS Document 34-2 Filed 02/26/16 Page 1 of 3 EXHIBIT 2

Ross Gow | E@#@dinlS-cv-07433-RWS Document 34-2 Filed 02/26/16 Page 2 of 3 page 1 of 2 What is LinkedIn? Join Today Sign In Search by name Ross Gow 500+ . . connections Managing Partner at ACUITY Reputation Over 400 million professionals are already on London, United Kingdom Public Relations and Communications LinkedIn. Find who you know. Current ACUITY Reputation First Name Last Name Q Education College of Law, Chancery Lane Websites Company Website Ssanpleieeee Join LinkedIn and access Ross's full profile. It’s free! As a LinkedIn member, you'll join 400 million other professionals who are sharing connections, ideas, and opportunities. ee ht ea) + See who you know in common FLORIDA RESIDENTS GET UP TO * Get introduced 3 MONTHS FREE’ * Contact Ross directly ON ANY ANNUAL PASS =" View Ross's Full Profile LEARN MORE > Experience Owner, Managing Partner ACUITY ACUITY Reputation Reputation January 2010 — Present (6 years 2 months) ACUITY advises Governments, Corporates and UHNWIs on reputational issues Skills Public Relations Marketing Communications Change Management Reputation Management Management Corporate Communications Due Diligence Management Consulting Social Media Marketing Risk Management Event Management Media Relations Internal Communications Politics Crisis Communications See 17+ Education College of Law, Chancery Lane Bachelor of Laws (LLB) 1984 — 1985 Eton College 1976 — 1981 https://www.linkedin.com/in/ross-gow-41395124?authType=NAME SEARCH&authToke... 2/26/2016

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United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF, VIRGINIA GIUFFRE’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS BOIES, SCHILLER & FLEXNER LLP Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

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TABLE OF AUTHORITIES Page Cases Am. Rock Salt Co., LLC v. Norfolk S. Corp., 228 FORD: 426,( WD Ns 200A) oj ai cxsosvsadacistantansevaasasvlacaantsateadaeid teat inaanleintalexstnadedasdagieeanadetins 6 Edwards v. Am. Airlines, Inc., No, 95: CIV..5356 (SAS); 1996 WL 432472 (S:D.N, Y, Aug? 1, 1996) 2. ciscesetsres exteeccnsisecnds 1 Gateway Logistics, Inc. v. Smay, BOD Pa SO Dao C ClO UV Is aires tes ite cela ioc ttt tated Ach ly ah beats hae va bests ulate tells stares passim International Mining Co., Inc. v. Allen and Co., SOT PSUs Ts DN. ee VOSS ed act ed Me seated yoda tata lads 8 catches ainda Meo Ten Dt 2 Ottoson v. SMBC Leasing and Finance, Inc., 2015 WE 4597542(5 DENY |. duly 30,2015) css aceasta tntauae nese aasclaee ned eetsdesae Ra A 1 State Farm Mut. Auto. Ins. Co. v. Fayda. No. 14CIV9792WHPIJCF, 2015 WL 7871037 (S.D.N.Y. Dec. 3, 2015)... ee ceeeeseeneereeerees os23 Stinson v. City of New York, 2015 WL 4610422:(8.D.N.Y.) July 23; 2003) sscacsevsecescestssncesecintveaedodcdehcntssvecetesuie atv suvgendedeseuenia 1 Zorn v. Howe, 2/6 22D 20 Sly VON Voss 26: 18 (Q000 as accssstegens eortnetin etwas encase ee nase eeneecdnie 7 Zubulake v. UBS Warburg LLC, 220 RD 2 IDS DINGY 2008 )oc sacs atea dpanincandstsave sotanantbaneanadsastaceasseusndupeuiecawlactyaancude ees 7 Statutes Feds Ry Civ Pi 2G gs ccseratssesctenatuengtinbwceetee adeuatevastn a an hes AO NO eg oa 3322 RSC Pasa eee ete ss aR atl Sa Sas Eh al et ale 4,8 GCA VIGSD Oiiiytaesss acd aes Samana etal aie cae hla Pacha eT anak aco ye haas ae esate! passim iv

Plaintiff Virginia L. Giuffre, by and through undersigned counsel, respectfully submit this Motion to Compel Production of Documents in Response to Request Nos. 1-39 and to Compel Documents Subject to Improper Objections Including Refusals to Produce Documents from Highly Relevant Time Periods. For the reasons set forth below, this Court should grant Plaintiff's Motion in its entirety. I. PRELIMINARY STATEMENT Plaintiff first served her request for production of documents on defendant on October 27, 2015. Now, almost four (4) months later, and even after this Court denied defendant’s attempts to stay discovery and directed a response, defendant is still refusing to produce highly relevant documents. Defendant is attempting to grant herself a de facto stay of discovery, without Court approval, by refusing to produce documents or generally comply with a party’s clear and unequivocal discovery obligations’. Indeed, in response to thirty-eight (38) requests for production, the defendant has chosen to produce two emails.’ This represents a willful disregard of her discovery obligations, something this Court should not condone. “Although not unlimited, relevance, for purposes of discovery, is an extremely broad concept.” Ottoson v. SMBC Leasing and Finance, Inc., (Sweet, J.) 2015 WL 4597542 at * 2 (S.D.N.Y. July 30, 2015) (granting motion to compel) (internal quotations omitted); Stinson v. City of New York, (Sweet, J.), 2015 WL 4610422 (S.D.N.Y. July 23, 2015) (granting in part motion to compel production). In the Second Circuit, courts have dismissed actions where a party has demonstrated willful disregard for its discovery obligations. Edwards v. Am. Airlines, Inc., No. 95 CIV. 5356 ' Maxwell also waited four (4) months to produce her initial Rule 26 Disclosures which she just served on February 24, 2016. * Notably, Maxwell even refuses to produce the defamatory press releases from her communications with her press agent Ross Gow, which are at the heart of this case.

(SAS), 1996 WL 432472, at *3 (S.D.N.Y. Aug. 1, 1996). See also International Mining Co., Inc. v. Allen and Co., (Sweet, J.), 567 F.Supp 777 (S.D.N.Y. 1983) (failure to produce documents and supply adequate answers to interrogatories without justifiable excuse warranted the dismissal of the complaint). The blatant nature of the defendant’s failure to participate in discovery is akin to the conduct for which the Second Circuit has awarded sanctions. This case turns on whether or not Maxwell defamed Ms. Giuffre when she called Ms. Giuffre’s account of her sexual abuse “obvious lies.” Ms. Giuffre intends to establish that Maxwell’s defamatory statement was untrue, and that Ms. Giuffre was telling the truth. To prove the truth of her sexual abuse, Ms. Giuffre seeks discovery of documents evidencing her sexual abuse and sexual trafficking by Maxwell and her associates, including convicted sex offender Jeffrey Epstein. Therefore, documents evidencing Ms. Giuffre’s encounters with Maxwell, and documents evidencing Maxwell’s communications with her co-conspirators, are plainly relevant and discoverable. For example, Request 6 seeks documents relating to Maxwell’s communications with Sarah Kellen. Ata prior deposition, Sarah Kellen invoked her Fifth Amendment privilege when asked: Q. Would you agree with me that Ghislaine Maxwell provides underage girls to Mr. Epstein for sex? 28 2K A. Upon the instruction of my lawyer, I must invoke my Fifth Amendment privilege. Q. Take a look at what we marked as Exhibit 10. Do you recognize the two people in that photograph? A. On the instruction of my lawyer, I must invoke my Fifth Amendment privilege. Q. Would you agree with me that’s Ghislaine Maxwell on the right and Jeffrey Epstein on the left? A. On the instruction of my lawyer, I must invoke my Fifth Amendment privilege. 28 2K Q. Do you recognize the young lady shown in Exhibit 11? A. On the instruction of my lawyer, I must invoke my Fifth Amendment privilege. Q. Do you agree with me that the young girl shown in Exhibit 11 was recruited by Ghislaine Mawell for sexual activity with Jeffrey Esptein? A. On the instruction of my lawyer, I must invoke my Fifth Amendment privilege.

See McCawley Decl. at Exhibit 1, March 24, 2010 Deposition Transcript of Sarah Kellen at 100103. Clearly, communications Maxwell had with Sarah Kellen are highly relevant to establishing Maxwell’s involvement in trafficking underage girls. Yet, Maxwell is refusing to produce any communications with Sarah Kellen. Moreover, defendant Maxwell has admitted that non-privileged,* relevant documents exist. She is simply refusing to produce them. See Declaration of Sigrid McCawley (“McCawley Decl.”) at Exhibit 2, Defendant Maxwell’s Response to Plaintiff's First Request for Production Requests Nos. 1, 3, 6, 7, 8, 9, 10, 11, 15, 17, 19, 21, 22, 23, 24, 32, 33, 34, and 37. Indeed, it is undisputed that Maxwell spent many years traveling with Ms. Giuffre. And, for years thereafter, Maxwell continued her association with convicted sex offender Jeffrey Epstein. Ms. Giuffre is entitled to those documents in discovery because they go directly to the claim at issue in this litigation. Therefore, this Court should compel her to produce them. IL. LEGAL ARGUMENT A. Legal Standard Under Federal Rule of Civil Procedure 34(a), a party may request that another party produce documents in its possession as long as the documents are within the scope of Fed. R. Civ. P. 26(b), which allows for broad discovery regarding any non-privileged matter that is relevant to any party’s claim or defense. Information within this scope of discovery need not be admissible in evidence to be discoverable. Relevance is still to be “construed broadly to encompass any matter that bears on, or that reasonably could lead to other matter that could bear on” any party's claim or defense. State Farm Mut. Auto. Ins. Co. v. Fayda, No. > Ms. Maxwell’s privilege claims all fail as addressed in Ms. Giuffre’s Motion to Compel Production Based on Improper Claim of Privilege.

14CIV9792WHPICF, 2015 WL 7871037, at *2 (S.D.N.Y. Dec. 3, 2015) (granting motion to compel). If the opposing party objects to producing the documents, the party seeking production can file a motion to compel with the court pursuant to Fed. R. Civ. P. 37. Against this backdrop of broad discovery rights, Maxwell has refused to produce responsive documents. B. Maxwell’s General Objections Fail The centerpiece of Maxwell’s general objections is her disingenuous limitation of her discovery responses to a short window of time that she has unilaterally selected. Maxwell wrongfully attempts to limit discovery to the month of December 30, 2014 — January 31, 2015 when her defamatory statement was issued and 1999 — 2002*. Maxwell’s time period limitation clearly violates both the letter and spirit of Rule 26. For example, a communication by Maxwell’s press agent regarding the plaintiff is just as relevant if it was made on February 1, 2015 as the one that was made on January 3, 2015 and it is clearly discoverable. These communications with her press agent are key documents in this case, as the sole claim concerns Ms. Maxwell defaming Ms. Giuffre in the press, yet Maxwell has arbitrarily refused to produce highly relevant discovery. The abuse at issue in this case is alleged to have started in or around 1999 and there are relevant documents and communications from that point to the present in that Maxwell continued to associate with convicted pedophile Jeffrey Epstein up until at least 2015 as evidenced by her privilege log. See McCawley Decl. at Exhibit 3, Maxwell’s Privilege Log. Accordingly, plaintiff defined the relevant period for purposes of her requests for production as 1999 — present. While that may seem like a substantial period of time, all of the publically * Maxwell refers to her shortened time period as “the Relevant Time Period as defined in Paragraph 15” of her objections. To be clear, Ms. Giuffre’s references herein to production for the “Relevant Time Period” refer to the Relevant Time Period of 1999 to the present as defined in her original requests for production.

available documents demonstrate that the whole period is highly relevant to the sexual abuse allegations. For example, the flight logs demonstrate that Maxwell was flying on Jeffrey Epstein’s planes over 360 times from 1999 — 2005. In addition, Maxwell flew with plaintiff when she was a minor child in 2000 on Jeffrey Epstein’s planes. The flight logs reveal that Maxwell continued to actively travel with Jeffrey Epstein and other unidentified “female” passengers through at least as late as September 5, 2005.° See McCawley Decl. at Exhibit 4. Moreover, there is critical activity relevant to the abuse allegations happening in the mid2000s as evidenced by the Palm Beach Police report that identified over 30 underage girls who were being victimized during that time period. In addition, house staff identifies Maxwell as the person in charge during this time period. See McCawley Decl. at Exhibit 5, Alfredo Rodriguez Deposition Transcript at 24-25. The years of the mid to late 2000s are also highly relevant because that is during the time when convicted sex offender Jeffrey Epstein entered his plea deal with the government. Law enforcement conducted a trash pull from Jeffrey Epstein’s residence in Florida and uncovered his house message pads. The message pads reveal that in 2004, Maxwell was coordinating “training” with underage girls as indicated by the redactions in the message pads. See McCawley Decl. at Exhibit 6, SAO 2830. Maxwell was also organizing “massages” for Epstein in 2004 with underage girls and indicating which girls she had lined-up on given days. See McCawley Decl. at Exhibit 6, SAO 02841. Plaintiff here received a Victim Notification Letter on September 9, 2008. See McCawley Decl. at Exhibit 7. In 2009, an attorney sought Maxwell’s deposition in connection ° Only a fraction of the flight logs were made publically available. Therefore there are likely other records in Maxwell’s possession, custody and control that would demonstrate Maxwell traveling with underage females but to date she has refused to produce this information and indeed is limiting her responses to a very narrow window of time.

with various sexual abuse allegations and Maxwell dodged the deposition claiming that her mother was ill and she would be traveling outside the country with no plans of returning. Despite this claim to avoid her deposition, she then was photographed thereafter at Chelsea Clinton’s wedding in Rhinebeck, New York. See McCawley Decl. at Composite Exhibit 8 Maxwell Deposition Notice; Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article with photograph. In 2011, Maxwell started issuing press statements through her agent Ross Gow. The offending defamatory statement was issued on January 3, 2015. As demonstrated by the timeline, discussed above, any documents that Maxwell has from the period from 1999 to the present are highly relevant. Ms. Giuffre respectfully requests that this Court direct Maxwell to produce all responsive documents for the time period from 1999 to the present.° Defendant Maxwell has also asserted fundamentally improper general objections which should be overruled. Am. Rock Salt Co., LLC v. Norfolk S. Corp., 228 F.R.D. 426, 432 (W.D.N.Y. 2004) (“generalized objections that discovery requests are vague, overly broad, or unduly burdensome are not acceptable, and will be overruled.”). Maxwell’s general objection to producing material that implicates “privacy interests” is equally misplaced. Maxwell does not have a “privacy interest” in the illegal sexual abuse and trafficking of Ms. Giuffre and other minors, nor does she have a “privacy interest” in the communications with her co-conspirators, including convicted sex offender, Jeffrey Epstein and ° Maxwell has asserted that she cannot find documents for Requests Nos.1, 2, 6, 12, 13, 14, 35 and 38. The Requests are set forth in Appendix A. To the extent that these requests incorporate her General Objection to the Relevant Period articulated in paragraph 15 of her Objections, Plaintiff requests that this Court require Ms. Maxwell to search for and produce any responsive documents from the 1999 to the present that may have been excluded from Maxwell’s original search for the reasons stated above.

others.’ See Zorn v. Howe, 276 A.D.2d 51, 57, 716 N.Y.S.2d 128, 133 (2000) (finding no legitimate privacy interest in illegal activity). Unsurprisingly, Maxwell cites no authority that would shield the production of those documents.* These documents are responsive and relevant. The only proper objection Maxwell can make is an assertion of her Fifth Amendment privilege. Failing that assertion, she must produce them. Furthermore, Maxwell claims that “prior to this litigation” she has “long had a practice of deleting emails after they have been read.” First, Ms. Giuffre is entitled to a forensic examination of Maxwell’s personal computers and devices to recover deleted emails and to discovery when and if Maxwell has performed a “swipe” of her computers/devices to permanently destroy deleted emails. Second, in her Motion to Dismiss, Maxwell claims that in both 2011 and 2015 she anticipated litigation against tabloids. Specifically, she stated that in 2011, “litigation . . . was forthcoming,” and in 2015, she made her press release “’ pertinent to’ anticipated good-faith litigation.” When litigation is anticipated, it is incumbent on the party to preserve documents. See Zubulake v. UBS Warburg LLC, 220 F.R.D. 212, 218 (S.D.N.Y.2003) (“Once a party reasonably anticipates litigation, it must ... ensure the preservation of relevant documents.”’) Additionally, if Maxwell purposefully destroyed documents in 2015, this Court can instruct the jury to made an adverse inference against Maxwell or enter a default judgment in favor of Ms. 7 Non-attorney Maxwell claims that her communications with co-conspirator, convicted pedophile, and non-attorney Jeffrey Epstein are privileged, a specious claim that is challenged in Plaintiff's Motion to Compel for Improper Assertion of Privilege. * Maxwell cites a non-controlling and inapposite Colorado case. In Gateway, the moving party sought to inspect personal computers, smartphones, and other devices belonging to the defendant and his wife, who was a non-party to the case. The court remanded the decision on the motion to compel that discovery to the trial court, requiring that the trial court make findings of fact balancing the defendants’ privacy interest with the plaintiffs’ need for the information sought as required by another case. It did not hold that such materials were not discoverable. Notably, Maxwell does not cite to any New York case in opposing this request, nor does she cite to a case from any other jurisdiction that is at all on point.

Giuffre. See Rule 37(e)(2)(b),(c), Fed. R. Civ. P. (“If electronically stored information that should have been preserved in the anticipation or conduct of litigation is lost because a party failed to take reasonable steps to preserve it, and it cannot be restored or replaced through additional discovery, the court . . . upon finding that the party acted with the intent to deprive another party of the information’s use in the litigation may . . . instruct the jury that it may or must presume the information was unfavorable to the party; or dismiss the action or enter a default judgment.”) Similarly, Maxwell was served with a subpoena decus tecum on September 21, 2009 seeking her testimony in relations to Epstein’s underage sex ring. See McCawley Decl. at Composite Exhibit 8, 2009 Subpoena issued to Maxwell. Maxwell avoided that deposition by falsely claiming to be out of the country (she was, instead, photographed at Chelsey Clinton’s New York wedding). See Composite Exhibit 8. Pursuant to that subpoena, Maxwell was placed on notice that her documents were relevant to pending litigation. All of these events triggering her duty to preserve documents center on Maxwell’s role in Epstein’s sex crimes; therefore, all of the documents she had a duty to preserve are relevant to this litigation. Defendant Maxwell must produce these documents or explain to the Court when and why they were destroyed. C. Maxwell’s Specific Objections Fail 1. Request No. 1: All documents relating to communications with Jeffery Epstein from 1999 — Present. a. Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, the common interest privilege or any other applicable privilege.

Subject to and without waiving the above objections, Maxwell is withholding documents outside of the Relevant Periods described in paragraph15, supra’, and is withholding production of documents that are privileged pursuant to a common interest agreement. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Maxwell must produce documents for the entire Relevant Period as discussed above. Communications with convicted sex offender Jeffrey Epstein for whom Defendant Maxwell is alleged to have assisted him with his sexual trafficking activities are of the highest relevance in this case, and must be produced. Additionally, Maxwell has asserted an improper privilege with regard to these documents, which is addressed fully in Plaintiff's Motion to Compel for Improper Claims of Privilege. 2. Request No. 3: All documents relating to communications with Andrew Albert Christian Edward, Duke of York (a.k.a. Prince Andrew) from 1999 — present. a. | Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, or any other applicable privilege. Maxwell also objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P .3d 235 (Colo.2013); Fed.R.Evid .501. Subject to and without waiving the above objections, Maxwell will produce nonprivileged documents responsive to this Request limited to the Relevant Periods described in * Maxwell’s reference to her “redefined” Relevant Period comes from paragraph 15 of her Responses and Objections which provides: “Ms. Maxwell objects to Instruction No. 1, in particular the definition of the “Relevant Period” to include July 1999 to the present, on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. The Complaint at paragraph 9 purports to describe events pertaining to Plaintiff and Defendant occurring in the years 1999 — 2002. The Complaint also references statements attributed to Ms. Maxwell occurring in January 2015. Defining the “Relevant Period” as July 1999 to the present” is vastly overbroad, irrelevant and not reasonably calculated to lead to the discovery of admissible evidence, and as to certain of the Requests, is intended for the improper purpose of annoying or harassing Ms. Maxwell and it implicates her privacy rights. Thus, Ms. Maxwell interprets the Relevant Period to be limited to 1999 — 2002 and December 30, 2014 — January 31, 2015 and objects to production of any documents outside that period, except as specifically noted.”

paragraph15, supra, and with private phone numbers and related information redacted. Maxwell is withholding production of documents outside of such Relevant Periods. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Defendant Maxwell’s communications with Prince Andrew, for the entire Relevant Period, are relevant to this litigation. Maxwell is alleged to have trafficked Ms. Giuffre to Prince Andrew when Ms. Giuffre was a minor. Indeed, there is photographic evidence of Prince Andrew with his arm around Virginia’s waist, standing next to Maxwell, in Maxwell’s London residence, when Virginia was a minor child. In the one email defendant did produce in Response to the Requests for Production, Maxwell instructs Prince Andrew to “call me” after Prince Andrew says he needs to speak about Virginia. See McCawley Decl. at Exhibit 9. Ms. Giuffre is entitled to all of the communications between Maxwell and Prince Andrew not only to show the communications between them regarding her trafficking, but also possible communications between them, that would establish Maxwell furnishing him with other females or discussing other individuals who may have been involved with this activity. 3. Request No. 6: All documents relating to communications with any of the following individuals from 1999 — present: Emmy Taylor, Sarah Kellen, Eva Dubin, Glen Dubin, Jean Luc Brunel, and Nadia Marcinkova. a. Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Maxwell is withholding production of documents relating to communications with Nadia Marcinkova, Sarah Kellen and Eva Dubin that are outside of the Relevant Periods described in paragraph15, supra. Maxwell has been unable to locate any such documents relating to Ms. Marcinkova, Ms. Kellen or Ms. Dubin within the Relevant Periods. Maxwell also has been unable to locate any such documents responsive to this Request relating to Glen Dubin, Jean Luc Brunel or Emmy Taylor for any time period. 10

b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Ms. Kellen was previously deposed regarding Jeffrey Epstein’s underage sex ring. When asked about Maxwell’s involvement in the sex trafficking, Ms. Kellen asserted her Fifth Amendment privileges and refused to answer. Ms. Kellen’s assertion implicates Maxwell in the sex trafficking activity. Q. Would you agree with me that Ghislaine Maxwell provides underage girls to Mr. Epstein for sex? 28 2K A. Upon the instruction of my lawyer, I must invoke my Fifth Amendment privilege. See McCawley Decl. at Exhibit 1, March 24, 2010 Deposition Transcript of Sarah Kellen at 100103. Maxwell’s communications with Ms. Kellen, at any time during the original Relevant Period, are relevant to the sexual abuse suffered by Ms. Giuffre and others at the hands of Maxwell, and should not be withheld. Moreover, flight logs demonstrate that Sarah Kellen and Maxwell flew together multiple times, including with Ms. Giuffre. See McCawley Decl. at Exhibit 4. Similarly, Nadia Marcinkova was a co-conspirator of Maxwell and Epstein, and communicated with them frequently as evidenced by the message pads law enforcement retrieved from Epstein’s residence. See McCawley Decl. at Exhibit 6. Nadia Marcinkova also travelled on Jeffrey Epstein’s planes with Maxwell. See McCawley Decl. at Exhibit 4, flight logs. Similarly, Emmy Taylor was Maxwell’s assistant during this time frame and also travelled on Jeffrey Epstein’s planes with Ms. Giuffre. See McCawley Decl. at Exhibit 4. These communications are relevant for the entire original Relevant Period and Maxwell must produce them. 11

Regarding Glen and Eva Dubin, flight logs demonstrate that they also travelled on Jeffrey Epstein’s planes with Maxwell. Maxwell has acknowledged having communications with Eva Dubin, but she is refusing to turn them over. Eva and Glen regularly placed calls to Jeffrey Epstein and to Maxwell as evidenced by the police report trash pull of message pads. See McCawley Decl. at Exhibit 6, SAO2843, SAO2984, SAO2994, SAO3004, SAO3006, and SAO3009. Maxwell’s communications with Glen and Eva Dubin are relevant for the entire original Relevant Period and should be produced. 4. Request No. 7: All video tapes, audio tapes, photographs or any other print or electronic media relating to females under the age of 18 from the period of 1999 — present. a. Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request which relate or pertain to Plaintiff or any of the witnesses identified by Plaintiff in her Rule 26 disclosures. Maxwell is withholding production of other documents responsive to this Request, including things like mainstream newspapers, magazines, videos, DVDs or other media or family photographs which contain depictions of female children, including Maxwell herself as a child. b. |Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery To clarify, Ms. Giuffre is not seeking the depictions of children under the age of 18 that that include Maxwell as a child or Maxwell’s relatives as children. Nor is Ms. Giuffre seeking mainstream images that are legally available, such as in mainstream newspapers, magazines, videos, or DVDs. Instead, Ms. Giuffre is seeking the depictions of underage girls possessed by Maxwell. For example, Alfredo Rodriguez, a former household manager for Epstein, testified that Maxwell kept images of naked girls on her personal computer whose identities are unknown to Ms. Giuffre: 12

Q. “Did they appear to be doing any sexual? A. Yes, ma’am Q. And in these instances were there girls doing sexual things with other girls? A. Yes, ma’am. Q. And I’m still talking about the pictures on Maxwell’s computer. A. Yes, ma’am.” See McCawley Decl. at Exhibit 5, Alfredo Rodriguez August 7, 2009, Dep. Tr. at 311-312. Accordingly, Maxwell’s depictions of females under the age of 18, goes to Ms. Giuffre’s claims of sexual abuse and should be produced for the entire original Relevant Period. These pictures would reveal which underage girls Maxwell was interacting with and photographing or videotaping which is highly relevant to this case. Importantly, this request is not limited to depictions of Ms. Giuffre or the individuals in Ms. Giuffre’s Rule 26 disclosures, as Maxwell tries to assert in her Objection. 5. | Request Nos. 8 and 33: All documents relating to your travel from the period of 1999 — present, including but not limited to, any travel on Jeffrey Epstein’s planes, commercial flights, helicopters, passport records, records indicating passengers traveling with you, hotel records, and credit card receipts. a. Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell also objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P .3d 235 (Colo.2013); Fed.R.Evid. 501. Subject to and without waiving the above objections, Maxwell is withholding production of documents outside of the Relevant Periods described in paragraph15, supra, and is withholding documents within the Relevant Period that are private and are not reasonably calculated to lead to the discovery of admissible evidence. The documents reflecting flight plans in Maxwell’s possession do not identify passengers or manifests. b. Request No. 33 All travel records between 1999 and the present reflecting your presence in: (a) Palm Beach Florida or immediately surrounding areas; (b) 9 E. 71“ Street, New York, NY 10021; (c) New Mexico; (d) U.S. Virgin Islands; (e) any jet or aircraft owned or controlled by Jeffrey Epstein. 13

c. | Maxwell’s Response to Request No. 33 Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome an/or proponed for the improper purpose of annoying or harassing Maxwell. This request is also duplicative and cumulative of Requests Nos. 8 and 14 above. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request for the Relevant Periods as defined in paragraph 15, supra. Maxwell is withholding production of documents outside of such Relevant Period. d. Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Popularly known in mainstream media as the “Lolita Express,” "” Epstein is alleged to have used his private plane to traffic females across state lines for sexual purposes. The flightlogs available at this time to Ms. Giuffre only show a fraction of the flights made by the Lolita Express, but even those logs show Maxwell and Ms. Giuffre on these flights multiple times. See McCawley Decl. at Exhibit 4. This request concerning Maxwell’s travel will show Maxwell’s involvement in the trafficking, including Ms. Giuffre, across state lines with and for Epstein. Jeffrey Epstein’s private island is only reachable by helicopter or boat. Maxwell was known to fly the helicopter to the private island transporting guests. Therefore, her helicopter flight records will show which girls and other individuals that Maxwell flew to Epstein’s private island. The records will also demonstrate when and how many times Maxwell was operating the helicopter. Maxwell’s commercial flight, passport, hotel, and credit card records are highly relevant because they will show, for example, that she flew to Paris, France with Ms. Giuffre while Ms. '° See, e.g., “All aboard the ‘Lolita Express’: http://www.dailymail.co.uk/news/article-2922773/Newly-releasedflight-logs-reveal-time-trips-Bill-Clinton-Harvard-law-professor-Alan-Dershowitz-took-pedophile-Jeffrey-Epsteins-Lolita-Express-private-jet-anonymous-women.html. 14

Giuffre was a minor child. Additionally, these records will place Maxwell at other locations around the United States and internationally at the same times Ms. Giuffre was in those locations, which goes to the defamation claim in this case. The records will also link her to other females who may have been trafficked for sex. Finally, Maxwell’s travel to Epstein’s residences in Florida, New York, New Mexico, and USVI will support the allegations that Maxwell assisted Jeffrey Epstein with his sexual trafficking operation. Accordingly, this is an improper objection. Defendant Maxwell has admitted that she is withholding responsive documents from production, and this Court should require her to produce them. 6. Request Nos. 10 and 11: a. Request No. 10: All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999 — present, including payments for work performed, gifts, real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar project. b. |Maxwell’s Response to Request No. 10: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods as defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. c. Request No. 11: All documents relating to or describing any work you performed with Jeffrey Epstein, or any affiliated entity from 1999 —present. d. Maxwell’s Response to Request No. 11: Maxwell objects to this Request in that the terms “work,” “with” and “affiliated entity” are vague, undefined and susceptible of multiple meanings and definitions. M. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. 15

Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods as defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. e. Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Maxwell recruited Ms. Giuffre and groomed her to perform sexual acts for Jeffrey Epstein. She also performed other services for Jeffrey Epstein, including recruiting and scheduling girls to perform “massages” for Epstein. The household staff testified that they took instructions from Maxwell. See McCawley Decl. at Exhibit 5, Rodriguez at 24-25. Therefore, her work for Epstein and related entities is relevant. Discovery concerning Maxwell’s compensation, formal or informal, for the work she performed for convicted sex offender Jeffrey Epstein is highly relevant for the entire Relevant Period, from 1999 to the present, because Maxwell performed these services, and received compensation and gifts during this entire time period. For example, a 2003 Vanity Fair article, written before the Jeffrey Epstein scandal broke, describes Maxwell as someone who “seems to organize much of [Epstein’s] life -recently she was making telephone inquiries to find a California-based yoga instructor for him soll The police records also reveal that Maxwell recruited a female to work for Jeffrey Epstein. The message pads also reveal Maxwell regularly working for Jeffrey Epstein, including organizing his schedule for training underage girls. See McCawley Decl. at Exhibit 6, SAO2830. The work she performed for Epstein, and the compensation she received, is relevant to the claim in this case for the entire Relevant Period. Therefore, Maxwell must produce the documents she is withholding. Ts Request No. 15: All video tapes, audio tapes, photographs or any other print or electronic media taken at a time when you were in Jeffrey Esptein’s company or inside any of his residences or aircraft. '' “The Talented Mr. Epstein,” Vanity Fair, March 2003, http://www. vanityfair.com/news/2003/03/jeffrey-epstein-200303 16

a. | Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P .3d 235 (Colo.2013); Fed.R.Evid . 501. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request that are within the Relevant Periods described in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Maxwell must produce these documents for the entire Relevant Period, and not withhold any. Photographs and other electronic recordings with Jeffrey Epstein likely contain the image of other underage girls or trafficked women, and therefore, those photographs go to the claim in this case. Additionally, such depictions would reveal other potential witnesses in this case. Accordingly, Maxwell must not withhold these documents based on her revised time period limitation for discovery. 8. Request No. 17: All documents relating to communications with you and Ross Gow from 2005 — present. a. | Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell also objects to this request to the extent it seeks documents or information protected by the attorney/client privilege, the common interest privilege, the workproduct doctrine, or any other applicable privilege. Subject to and without waiving the above objections, Maxwell is withholding documents responsive to this Request that are outside of the Relevant Periods defined in paragraph15, supra as well as the period of January 1, 2011 to December 31, 2011,and also withholding documents within the Relevant Periods that are privileged. Maxwell has been unable to locate any nonprivileged documents that are within such Relevant Periods. 17

b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Through her non-attorney’’, public relations professional, Maxwell made a defamatory statement to the press, and that statement is the genesis of this defamation lawsuit. The press quoted portions of this defamatory statement in its publications. The full statement, distributed to the press by Maxwell, through her agent Ross Gow, is clearly discoverable. Ms. Maxwell is in possession of that full statement. Ms. Maxwell admitted to having a January 2, 2015 “Email from Ross Gow to various news organizations,” “Subject: ‘Ghislaine Maxwell.” Its date is the day before the known defamatory statements appeared in the press. It is clear that the full defamatory statement is contained within that January 2, 2015 email; it is increasingly clear that the full statement contains other defamatory remarks, which is why Ms. Maxwell is trying to hide it. There are no privileges that attach to emails to the press or to press releases - their very purpose is wide dissemination. The fact that Maxwell has not disclosed this press release places her in clear violation of her discovery obligations: Ms. Giuffre is plainly entitled to the defamatory statement Maxwell released to the press upon which this lawsuit is based, including all communications with her press agent, and made by her press agent. Ms. Giuffre presumes that the full statement contains additional defamatory statements, which would explain Maxwell’s spurious attempt to circumvent her discovery obligations by trying to convince the Court that a press release is somehow confidential and privileged. In addition to the full statement released to the press, Ms. Giuffre is entitled to all previous drafts of the statement, and all communications Maxwell had with Mr. Gow regarding '? Ross Gow is not an attorney, and Maxwell has not alleged that he is an attorney. Upon information and belief, Ross Gow is merely a public relations professional who works for a PR firm that Maxwell employed. As a non-attorney, no attorney-client privilege attaches to Maxwell and Gow’s communications. Maxwell’s communications with Gow listed on the Maxwell privilege log are challenged in Plaintiff's Motion to Compel for Improper Claim of Privilege. 18

the statement. Accordingly, Ms. Giuffre is entitled to communications relating to Mr. Gow particularly the January 2, 2015 email - for the entire Relevant Period. 9. Request No. 21-24: All telephone records associated with you including cellphone records from 1999 —present. a. | Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Maxwell, and seeks documents outside of Maxwell’s possession, custody or control. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P .3d 235 (Colo.2013); Fed.R.Evid. 501. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. b. Request No. 22: All documents relating to calendars, schedules or appointments for you from 1999 —present. c. | Maxwell’s Response to Request No. 22: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Maxwell, and seeks documents outside of Maxwell’s possession, custody or control. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P. 3d 235 (Colo.2013); Fed.R.Evid. 501. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. d. Request No. 23: All documents relating to calendars, schedules or appointments for Jeffrey Epstein from 1999 —present. e. |Maxwell’s Response to Request No. 23: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Maxwell, and seeks documents outside of Maxwell’s possession, custody or control. Maxwell further objects to this 19

Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P .3d 235 (Colo.2013); Fed.R.Evid. 501. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. f. | Request No. 24: All documents relating to contact lists, phone lists or address books for you or Jeffrey Epstein from 1999 —present. g. | Maxwell’s Response to Request No. 24: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P. 3d 235 (Colo. 2013); Fed.R.Evid. 501. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request within the Relevant Periods defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. h. Maxwell’s Objections To Requests 21-24 Fail, as the Requests Seek Relevant Discovery Requests Nos. 21-24 seek Maxwell’s telephone records, Maxwell and Jeffrey Epstein’s calendars, and Epstein’s contact lists for the Relevant Period. Maxwell admits that she has documents responsive to these request that she refuses to produce. Contact with, meetings with, and contact information for the Maxwell and Epstein’s underage victims and adult coconspirators will prove that Ms. Giuffre is truthful regarding her sexual abuse. The small grouping of message pads pulled by law enforcement reflect that Maxwell was making arrangements for Jeffrey Epstein and was in regular and frequent contact with him. See SAO2847. Records of telephone calls and meetings are critical to this case. For example, in one of the two documents produced by Maxwell, she instructs co-conspirator Prince Andrew to “call 20

me.” See McCawley Decl. at Exhibit 9. Another example is Jeffrey Epstein’s “black book” with the contact information for underage girls and co-conspirators. See McCawley Decl. at Exhibit 10. Accordingly, Maxwell’s refusal to produce similar documents is not supported by law, and this Court should order them to be produced. Similarly, Maxwell’s and Mr. Epstein’s calendars, schedules and appointments reveal who they met with and when, including underage girls and co-conspirators. Maxwell and Epstein’s illegal and abusive behavior is not only relevant for the period of time in which they trafficked Ms. Giuffre: their continued trafficking until Epstein’s 2008 indictment, and their continued collaboration up through the present regarding the related civil suits also go to the claim in this case, and support Ms. Giuffre’s account of her own sex abuse. Accordingly, Maxwell must produce the documents responsive to these four requests that she is withholding. 10. Request No. 32: All documents related to communications with or interaction with Alan Dershowitz from 1999 to present. a. | Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request as being interposed for an improper purpose, specifically Plaintiff and her counsel’s civil litigation currently pending in Broward County, Florida in the matter of Cassell v. Dershowitz. Subject to and without waiving the above objections, Maxwell will produce nonprivileged documents responsive to this Request during the Relevant Periods defined in paragraph15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Defendant Maxwell has been communicating with Alan Dershowitz about the sexual trafficking allegations as evidenced by the one email she produced. Maxwell’s communications 21

with Dershowitz are directly relevant to the claim. Maxwell has admitted that she has documents responsive to this request,'* but refuses to produce them under her arbitrary and self-serving restrictive limitation to the Relevant Period. Accordingly, this Court should require that Defendant Maxwell produce her communications with Dershowitz. 11. Request No. 34: All documents reflecting your ownership or control of property in London between the years 1999 and 2002. a. Maxwell’s Response Maxwell objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request on the grounds that it calls for documents that are a matter of public record and are thus equally available to the Plaintiff. Subjection to and without waiving the above objections, Maxwell is withholding documents Responsive to this Request that are a matter of public record. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Defendant Maxwell and Jeffrey Epstein trafficked Ms. Giuffre when she was a minor child to Prince Andrew in Maxwell’s own home in London, as evidenced by the photograph of Ms. Giuffre, Maxwell, and Prince Andrew taken in her London home when Ms. Giuffre was only seventeen years old. See McCawley Decl. at Exhibit 11. Evidence of Maxwell’s property in London evidences this incident of sexual trafficking, and it is therefore relevant. The ownership and property records are also relevant to establish whether any other individuals have ownership rights in the property, like Jeffrey Epstein. The recent amendments to Rule 26(b) allow courts to take into account “the parties' relative access to relevant information.” Fed. R. Civ. P. 26(b)(1). Maxwell admitted that she already has responsive documents in her possession that she is choosing to withhold, purporting that they are “‘a matter of public record,” without giving any 'S Alan Dershowitz is not Maxwell’s attorney, and Maxwell has not alleged that he is her attorney. Therefore, no attorney-client privilege attaches to Maxwell and Dershowitz’s communications. Maxwell has listed communications with Dershowitz on her privilege log. That entry is challenged in Plaintiff's Motion to Compel for Improper Claim of Privilege. 22

evidence or reasons supporting that statement, nor explaining how and whether such records can be accessed by a foreigner. Indeed, Ms. Giuffre’s access to property records in a foreign jurisdiction is slight compared to Maxwell’s access to documents already in her possession. The party resisting disclosure bears the burden of establishing alternative sources for the information, and Maxwell has not met that burden. See State Farm Mut. Auto. Ins. Co. v. Fayda, No. 14CIV9792WHPIJCF, 2015 WL 7871037, at *4 (S.D.N.Y. Dec. 3, 2015) (internal citations and quotations omitted). Accordingly, Maxwell must produce her property records. 12. Request No. 37: All documents reflecting communications you have had with Bill or Hillary Clinton (or persons acting on their behalf), including all communications regarding your attendance at Chelsea’s Clinton’s wedding ceremony in 2010. a. | Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request for the Relevant Periods as defined in paragraph 15, supra. Maxwell is withholding production of documents outside of such Relevant Periods. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery As recounted above, in 2009, an attorney sought Maxwell’s deposition in connection with various sexual abuse allegations and Maxwell said her mother was ill and she would be traveling outside the country with no plans of returning. Despite this claim to avoid her deposition, she then was photographed at Chelsea Clinton’s wedding in Rhinebeck, New York. See McCawley Decl. at Exhibit 8, Maxwell Deposition Notice; Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article with photograph. Maxwell admits that she has documents responsive to this request, and this Court should require her to produce them. Other communications she has had with the Clintons about Ms. Giuffre or the allegations in this case 23

are also highly relevant, particularly given that Mr. Clinton travelled with Maxwell, Jeffrey Epstein and others on Jeffrey Epstein’s plane a number of times, including a trip to Thailand. 13. Request No. 39: All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands. a. | Maxwell’s Response: Maxwell objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Maxwell is withholding documents responsive to this Request as irrelevant and not reasonably calculated to lead to the discovery of admissible evidence. b. | Maxwell’s Objections Fail, as the Request Seeks Relevant Discovery Epstein’s private island in the United States Virgin Islands is only accessible via boat or helicopter. Maxwell flew people back and forth from Epstein’s island as part of her sexual trafficking of underage girls. Records of Maxwell’s operating a helicopter and training therefor is relevant to the claims of sexual abuse in this case. Maxwell has admitted that she has responsive documents; therefore, this Court should require her to produce them. CONCLUSION For the reasons set forth above, plaintiff Virginia Giuffre respectfully requests that the Court grant her Motion to Compel and direct Defendant Maxwell to produce documents responsive to Request Nos. | — 39 for the period of 1999 to the present. Dated: February 26, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 24

401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 25

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on February 26, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 26

Case 1:15-cv-07433-RWS Document 35-1 Filed 02/26/16 Page 1 of 4 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. / APPENDIX A TO PLAINTIFF, VIRGINIA GIUFFRE’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS A. Request No. 1 i. Verbatim Statement of Request No. 1: All documents relating to communications with Jeffery Epstein from 1999 — Present ii, Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, the common interest privilege or any other applicable privilege. Subject to and without waiving the above objections, Maxwell is withholding documents outside of the Relevant Periods described in paragraph15, supra, and is withholding production of documents that are privileged pursuant to a common interest agreement. B. Request No. 2 i, Verbatim Statement of Request No. 2 All documents relating to communications with Virginia Roberts Giuffre from 1999 Present.

Case 1:15-cv-07433-RWS Document 35-1 Filed 02/26/16 Page 2 of 4 il. Maxwell’s Response Maxwell has been unable to locate any such documents. iC Request No. 6 i. Verbatim Statement of Request No. 6 All documents relating to communications with any of the following individuals from 1999 — present: Emmy Taylor, Sarah Kellen, Eva Dubin, Glen Dubin, Jean Luc Brunel, and Nadia Marcinkova. il. Maxwell’s Response: Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Maxwell is withholding production of documents relating to communications with Nadia Marcinkova, Sarah Kellen and Eva Dubin that are outside of the Relevant Periods described in paragraph15, supra. Maxwell has been unable to locate any such documents relating to Ms. Marcinkova, Ms. Kellen or Ms. Dubin within the Relevant Periods. Maxwell also has been unable to locate any such documents responsive to this Request relating to Glen Dubin, Jean Luc Brunel or Emmy Taylor for any time period. D. Request No. 12 Ly Verbatim Statement of Request No. 12 All confidentiality agreements between you and Jeffrey Epstein or any entity to which he is related or involved or such agreements which are or were in your possession or control related to any other employee of Jeffrey Epstein, or any associated entity. ii, Maxwell’s Response: Maxwell objects to this Request in that the terms “confidentiality agreements” and “associated entity” are vague, undefined and susceptible of multiple meanings and definitions Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Maxwell. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence.

Case 1:15-cv-07433-RWS Document 35-1 Filed 02/26/16 Page 3 of 4 Subject to and without waiving the above objections, Maxwell has been unable to locate any documents responsive to this Request E, Request No. 13 i. Verbatim Statement of Request No.13: All documents from you, your attorneys or agents to any law enforcement entity, or from any law enforcement entity to you or any of your representatives related to any cooperation, potential charge, immunity or deferred prosecution, or which relates to suspected or known criminal activity. ii. | Maxwell’s Response: Ms. Maxwell objects to this Request as vague and confusing. Ms. Maxwell objects to this Request to the extent it requests documents subject to either the attorney-client or work product privileges. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. F. Request No. 14 i. Verbatim Statement of Request No. 14: All documents relating to travel of any female under the age of 18 from the period of 1999 - present. ii. | Maxwell’s Response: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request.

Case 1:15-cv-07433-RWS Document 35-1 Filed 02/26/16 Page 4 of 4 G. Request No. 35 i. Verbatim Statement of Request No. 35: All documents reflecting you or Jeffrey Epstein’s membership or visits to the Mar-a-Lago Club in Palm Beach Florida between the years 1999 and 2002. ii. Verbatim Statement of Response: Ms. Maxwell has been unable to locate any documents responsive to this Request. H. Request No. 38 i. Verbatim Statement of Request No. 38 All documents reflecting contact with you by any law enforcement or police agency, including any contact by the FBI, Palm Beach Police Department, or West Palm Beach Police Department. il. Verbatim Statement of Response: Maxwell has been unable to locate any documents responsive to this Request.

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2: I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Motion to Compel Production of Documents Subject to Improper Objections. 3: Attached hereto as Exhibit 1, is a true and correct copy of an Excerpt from the March 24, 2010 Deposition Transcript of Sarah Kellen. 4. Attached hereto as Exhibit 2, is a true and correct copy of Defendant Ghislaine Maxwell’s Responses and Objections to Plaintiffs First Request for Production. a. Attached hereto as Exhibit 3, is a true and correct copy of Defendant Ghislaine Maxwell’s Privilege Log.

6. Attached hereto as Exhibit 4, is a true and correct copy of Jeffrey Epstein’s private plane Flight Logs. f. Attached hereto as Composite Exhibit 5, is a true and correct copy of excerpts from the July 29, 2009 and August 7, 2009 Deposition Transcripts of Alfredo Rodriguez. 8. Attached hereto as Composite Exhibit 6, is a true and correct copy of the message pads obtained from Jeffrey Epstein’s residence by law enforcement. 9; Attached hereto as Composite Exhibit 7, is a true and correct copy of the September 9, 2008 Victim Notification Letter. 10. | Attached hereto as Composite Exhibit 8, is a true and correct copy of the Notice of Deposition of Ghislaine Maxwell, Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article. 11. Attached hereto as Exhibit 9, is a true and correct copy of Bates GM_ 00001 — GM_00015. 12. Attached hereto as Exhibit 10, is a true and correct copy of Jeffrey Epstein’s phone book. 13. Attached hereto as Exhibit 11, is a true and correct copy of a photo of Ghislaine Maxwell, Prince Andrew, and Virginia Giuffre. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Dated: February 26, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on February 26, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

ies SDNY DOCUMENT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ri baupele es FILED D ; wee eee X VIRGINIA L. GIUFFRE, Plaintiff, 15 Civ. 7433 (RWS) - against OPINION GHISLAINE MAXWELL, Defendant. ja i ca A i ae ea ip a a fe a i a ee xX APPEARANCES: Counsel for Plaintiff BOEIS, SCHILLER & FLEXNER LLP 40] East Las Olas Boulevard, Suite 1200 Fort Lauderdale, FL 33301 By: Sigrid S. McCawley, Esq. Counsel for Defendant HADDON, MORGAN AND FOREMAN, P.C. 150 East Tenth Avenue Denver, CO 80203 By: Laura A. Menninger, Esq.

Sweet, D.J. Defendant has moved to dismiss the Plaintiff’s complaint pursuant to Federal Rule of Civil Procedure 12(b) (6). Based on the conclusions set forth below, Defendant’s motion is denied. I. Prior Proceedings Plaintiff filed a complaint in this Court on September 21 2015, alleging a single defamation claim. See Compl.! Defendant sought an extension of her time to answer, move, or otherwise respond to Plaintiff’s Complaint to November 30, 2015. The request was granted on October 12, 2015. By Order filed October 30, 2015, the parties were directed to complete fact discovery by July 1, 2016, and expert discovery by August 3, 2016. On December 1, 2015, Defendant filed the instant motion to dismiss and a motion to stay discovery pending a decision on the motion to dismiss, or in the alternative, for an extension of time. Oral argument was held on both motions and the matters deemed fully submitted on January 14, 2016. The motion to stay ‘ 3 : int Some paragraph numbering in Plaintiff’s Complaint repeats. Where necessary for clarification, citations will reference page numbers either in lieu of or addition to paragraph numbering.

discovery was denied and the motion to extend granted for fourteen days by Opinion dated January 19, 2016. II. Applicable Standard On a motion to dismiss pursuant to Rule 12(b) (6), all factual allegations in the complaint are accepted as true, and all inferences are drawn in favor of the pleader. Mills v. Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir. 1993). A complaint must contain “sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 663 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 1964, 167 L. Ed. 2d 929 (2007)). A claim is facially plausible when “the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct: alleged.” Iqbal, 556 U.S. ab 663: (quoting Twombly, 550 U.S. at 556). In other words, the factual allegations must “possess enough heft to show that the pleader is entitled to relief.” Twombly, 550 U.S. at 557 (internal quotation marks omitted). Additionally, while “a plaintiff may plead facts alleged upon information and belief ‘where the belief is based on

factual information that makes the inference of culpability plausible,’ such allegations must be ‘accompanied by a statement of the facts upon which the belief is founded.’” Munoz-Nagel v. Guess, Inc., No. 12-1312, 2013 WL 1809772, *3 (S.D.N.Y. Apr. 30, 2013) (quoting Arista Records, LLC v. Doe 3, 604 F.3d 110, 120 (2d Cir. 2010)); Prince v. Madison Square Garden, 427 F. Supp. 2d 372, 384 (S.D.N.Y. 2006); Williams v. Calderoni, No. 11-3020, 2012 WL 691832, *7 (S.D.N.Y. Mar. 1, 2012)). The pleadings, however, “must contain something more than . .. a statement of facts that merely creates a suspicion [of] a legally cognizable right of action.” Twombly, 550 U.S. at 555 (citation and internal quotation omitted). III. The Motion to Dismiss is Denied Defendant’s cites four grounds for dismissal: (1) the allegedly defamatory statements are protected by the selfdefense privilege; (2) the allegedly defamatory statements are protected by the pre-litigation privilege; (3) the allegedly defamatory statements are non-actionable; (4) pleading defects in the Complaint, specifically, failure to allege adequate identifying details related to the Statements, and failure to Plead special damages. Def.’s Mem. in Supp. Mot. Dismiss Compl 9-25 (“Def.’s MTD”),

A. The Complaint is Adequately Pled At the center of this case is the veracity of a contextual world of facts more broad than the allegedly defamatory statements. Specifically, as a minor, Plaintiff was a victim of sustained underage sexual abuse between 1999 and 2002. Compl. “3= 6, WI 8-27. Plaintiff has since identified Defendant as closely involved in Plaintiff’s trafficking for the purpose of this abuse. Id. @%@ 8-10, 13, 17-19, 27. Defendant has responded to those allegations, and this case concerns those responses. Plaintiff has identified two statements as allegedly defamatory. The first is a statement Defendant made through her agent on January 3, 2015 (the “January 3 Statement”). Compl. at 6, @ 29-30. Plaintiff alleges that the content of this statement contained actionable falsehoods in stating that Plaintiff’s own allegations “against Ghislaine Maxwell are untrue,” that Plaintiff’s allegations have been “shown to be untrue,” and that Plaintiff’ s “Claims ape obvious lies. 1d... 30.~The second concerns a January 4, 2015 on-camera statement made to the New York Daily News (the “January 4 Statement”). LAs Se. Ty ESTs Plaintiff alleges that this statement constitutes an actionable falsehood by referring back to the January 3 statement in

response to a question regarding the allegations Plaintiff had made against Maxwell. Id. Under New York law,2 written defamation constituting actionable libel requires Plaintiff to plead: (1) a written defamatory statement of fact concerning the plaintiff; (2) publication to a third party; (3) fault, either negligence or actual malice, depending on the plaintiff’s status; (4) falsity; (5) special damages or per se libel. Krepps v. Reiner, 588 F. Supp, 2-471; 483. (SvD.NeY~ 2008) att*d, 377 -F. App’ = 65 (2d Cir. 2010) (citing Celle v. Filipino Reporter Enters. Inc., 209 F380 63, L76> (20-Gir.2000))):. Defendant argues that the statements in question are not susceptible to a defamatory meaning.? Def.’s MTD at 10-11; Def.’s 2 Plaintiff is a citizen of Colorado. Compl. 4 7. The statements in question were made in New York, Defendant resides in New York, Plaintiff has brought suit in New York. Id. 4 7, 29-32, 37. There is no conflict between New York and Colorado defamation law. Compare Kforce, Inc. v. Alden Personnel, Inc., 288 F. Supp. 2d 513, 516 (S.D.N.Y. 2003) with Zerr v. Johnson, 894 F. Supp. 374, 376 (D. Colo. 1995). Because New York has the most significant interest, New York law applies. Catalanello v. Kramer, 18 F. Supp. 3d 504, 511 (S.D.N.Y. 2014). > Defendant submits this argument primarily as part of the self-defense privilege argument (arguing that Defendant was taking advantage of her right to generally deny the claims against her). Def.’s MTD at 10-11. Both parties argue this point in the form of supplementary authority. See Pl.’s Supp. Auth., filed Jan. 8, 2016; Def.’s Supp. Auth., filed Jan. 21, 2016. Because this issue goes to the heart of whether the statements Plaintiff identifies as allegedly defamatory can meet the pleading requirement of a defamatory statement of fact, it will be addressed in this pleading sufficiency Part.

Reply 1-6; see also Def.’s Supp. Auth. Plaintiff submits that Defendant has effectively called her a “liar,” while Defendant points out the word “liar” was never used in the statements alleged. Pl.’s Opp. at 4-5,10-11; Def.’s Reply at 4. “The dispositive inquiry is whether, on the basis of the over-all context in which the assertion were made, a reasonable reader could have concluded that the statements were conveying facts about the plaintiff.” Davis v. Boeheim, 24 N.Y.3d 262, 22 N.E.3d 999 (2014) (internal citations, ellipses, and brackets omitted). The distinction is one between fact and opinion, the latter of which is non-actionable. Id. In distinguishing between fact and opinion, the Court asks “(1) whether the specific language in issue has a precise meaning which is readily understood; (2) whether the statements are capable of being proved true or false; and (3) whether either the full context of the communication in which the statement appears or the broader social context and surrounding circumstances are such as to signal readers or listeners that what is being read or heard is likely to be opinion, not fact.” Id. (citations omitted). The Davis court held that to “communicate that [sexual assault victims] lied, [and] their motive was financial gain” constituted defamatory meaning. Id.

Courts recently grappling with the distinction between actionable defamation and non-actionable protected speech in the context of denials of sexual assault claims have come to different conclusions. In Green v. Cosby, the Defendant had called allegations of sexual assault “nothing” that had “proved to be nothing,” and an “absurd fabrication.” No. ue: As Oi mene | 0 al (MGM), 2015 WL 5923553, at *3 (D. Mass. Oct. 9, 2015)... In short, the Defendant had denied the allegations and, as here, given the impression that they were wholly untrue. The court concluded that “{gliven the different nature of the [sexual assault] allegations in this case and the wording of the [denial] response, the court cannot conclude here that, as a matter of law, Defendant’s response is incapable of negatively impacting Plaintiff Green’s reputation within the community.” Id. at *11. Hill v. Cosby involved statements that a sexual assault allegations were “unsubstantiated, fantastical stories,” that the allegations constituted “innuendos” that ought to have been “fact-checkl[ed]” and “vet[ted].”% No. 15 Civ. 1658 (AJS), 2016 WL AGIT28,. at *5° {WsD. Pa. 2016)... The Hill court found none of the alleged statements defamatory. Id. at *5. Hill is distinguishable. Unlike Hill, this case (like Green) involves statements that explicitly claim the sexual assault allegations are false. Hill concerned statements that

the sexual assault allegations were unsubstantiated. The difference is slight but significant; both true and false allegations can be accurately described as unsubstantiated and insufficiently vetted. Vetting may make claims more or less likely to be true, but lack thereof does not alone establish falsity. Conversely, true allegations can never be accurately described as “proved to be nothing” or “absurd fabrication” as in Green, or “obvious lies” “shown to be untrue.” This case therefore requires the same finding as that in Davis and Green. First, statements that Giuffre’s claims “against [Defendant] are untrue,” have been “shown to be untrue,” and are “obvious lies” have a specific and readily understood factual meaning: that Giuffre is not telling the truth about her history of sexual abuse and Defendant’s role, and that some verifiable investigation has occurred and come to a definitive conclusion proving that fact. Second, these statements (as they themselves allege), are capable of being proven true or false, and therefore constitute actionable fact and not opinion. Third, in their full context, while Defendant’s statements have the effect of generally denying Plaintiff's story, they also clearly constitute fact to the reader.

Though Defendant never éGalled Plaimtif£t a “liar,” to call her claims “obvious lies” that “have been shown to be untrue” demands the same meaning. Plaintiff cannot be making claims shown to be untrue that are obvious lies without being a liar. Furthermore, to suggest an individual is not telling the truth about her history of having been sexually assaulted as a minor constitutes more than a general denial, it alleges something deeply disturbing about the character of an individual willing to be publicly dishonest about such a reprehensible crime. Defendant’s statements clearly imply that the denials are based on facts separate and contradictory to those that Plaintiff has alleged. Sexual assault of a minor is a clear-cut issue; either transgression occurred or it did not. Either Maxwell was involved or she was not. The issue is not a matter of opinion, and there cannot be differing understandings of the same facts that justify diametrically opposed opinion as to whether Defendant was involved in Plaintiff’s abuse as Plaintiff has claimed. Either Plaintiff is telling the truth about her story and Defendant’s involvement, or Defendant is telling the truth and she was not involved in the trafficking and ultimate abuse of Plaintiff. The answer depends on facts. Defendant’s statements are therefore actionable as defamation. Whether they ultimately prove to meet the standards of defamation (including but not limited to falsity) is a matter for the fact-finder. 10

Defendant also argues that the allegedly defamatory statements are non-actionable because Plaintiff has “failfled] to provide the context within which the Statements were delivered.” Def.’s MTD at 18. An allegedly defamatory must be examined in “the full context of the communication in which the statement appears” and within its broader social context and setting. Celle, 209 F.3d at 179. Failure to “provide” context is not fatal to Plaintiff’s complaint. Plaintiff has pled the relevant elements of the January 3 press release calling Giuffre’s claims false constitute defamation, identifying the particular defamatory words. Compl. @ 30. Likewise, Plaintiff alleges the January 4 statement constitutes defamation by referring back to the January 3 statement. Defendant cites dismissals of vague and conclusory defamation actions, but these cases are inapposite. See Def.’s MTD at 18. Plaintiff’s claims are specific and reasoned defamatory on the basis of the history of sexual abuse Plaintiff sets forth in her Complaint. See Compl. { 8-28. Plaintiff’s claim is therefore sufficient.? * Plaintiff further argues that, when considered in context, “it is clear that the January 3 Statement was issued in self defense and in anticipation of good-faith litigation.” Def.’s MTD at 18. This is not a pleading defect argument, but one that goes to the Defendant’s selfdefense and pre-litigation privilege arguments. The Court will therefore address this point in considering Defendant’s privilege arguments. 1i

With respect to the January 3 Statement, Defendant argues that the claim fails for failure to plead “to whom, where, or in what manner” the statement was made. Def.’s MTD at 20=1% “Failure to state the particular person or persons to whom the allegedly slanderous or libelous comments were made as well as the time and manner in which the publications were made warrants dismissal.” Hawkins v. City of New York, No. 99 Civ. 11704 (RWS), 2005 WL 1861855, at *18 (S.D.N.Y. Aug. 4, 2005) (collecting citations). Each case Defendant cites involved a complaint so defective it lacked a claim of particular allegedly defamatory words. See id. (“failure to identify to whom the statement was allegedly made and the content of that statement”); J.P.R. Cafeteria, Inc. v. Kingsborough Cmty. Coll. of City Univ..of N.v.- 16 Mise, 3d. 1127 (A)-;; 847 Ns¥.S.2d 902 (Sup. Ct. 2007) (“[The Complaint] fails to set forth the particular words alleged to be defamatory”); Cruz v. Marchetto, Now SUE Gack 8370) 2012: Wii4513484,. at *3° (SDN ee -OCEs 2, 20L2) (“Here, [Plaintiff] has not pled that [Defendant] published any statements to the various media outlets with specificity nor demonstrated any fault”). Unlike the cases Defendant cites, Plaintiff has alleged that the January 3 Statement was made in a press release for distribution to the media and the public for the purposes of 12

refuting Giuffre’s story regarding her history of sexual abuse. See Compl. @ 30. Plaintiff’s Complaint identifies the specific allegedly defamatory content by direct quotation. See id. By Defendant’s own admission, the January 3 Statement was made to media in response to Plaintiff’s publicized sexual abuse history. See e.g. Def.’s MTD at 10 (“Each attributed statement responds directly to allegations and claims made by Plaintiff.”), 17-18 (“The January 3 Statement appears, inter alia, in a telegraph [sic] article... [containing] the following response by Ms. Maxwell’s spokesman. . . made in response to repeated reputation-harming allegations”). Plaintiff has sufficiently pled to specificity of the content and context of the allegedly defamatory statements. Defendant further argues that the January 4 Statement is not actionable, as it was a non-substantive response to reporters that amounts to a declination to comment. Def.’s MTD at 20. Defendant points out the sum total of the interaction and statements recorded were as follows: Defendant: “I wish you a happy new year and thank you so much.” Off-Camera Individual 1: “So you’re basically not commenting, is that...” Defendant: “I’m referring to the statement that was made.” Off-Camera Individual 2: “Is any of that true?” Defendant: “C’mon, guys...” Def.’s MTD at 20. 3

Plaintiff has pled that the comment “I’m referring to the statement that was made” concerns the January 3 Statement, and in doing so, reiterates its content. Compl. @ 37. “{I]f, upon any reasonable view of the stated facts, plaintiff would be entitled to recovery for defamation, the complaint must be deemed to sufficiently state a cause of action” that survives a motion to dismiss. Davis, 24 N.Y.3d at 268 (collecting citations). It is a reasonable reading that in “referring to the statement that was made,” Defendant was implying the content of the previous day’s press release (particularly in the absence of any other “statement that was made”). Whether another listener could interpret Defendant’s self-described reference merely as a declination to comment does not defeat the fact that Plaintiff’s alleged reading is plausible. Finally, Defendant argues the Complaint is facially defective for failure to plead special damages. Def.’s MTD at 23. “However, it is well established that compensable injury is presumed if the defamatory statement falls within a category of libel per sé.” Computech Int’ 1, Ine. v7. Compaw Computer Corp., No. 02 Civ. 2628 (RWS), 2004 WL 1126320, at *12 (S.D.N.Y. May 21, 2004) (citations and internal quotation marks omitted). 14

Libel is “actionable per se if it tends to expose another to public hatred, shame, obloquy, contempt, ridicule, aversion, ostracism, degradation, or disgrace, or to induce an evil opinion of one in the minds of right-thinking persons and to deprive one of one’s confidence and friendly intercourse in society or tends to disparage a person in the way of his office, “a profession or trade.” Idema v. Wager, 120 F. Supp. 2d 361, 367 (S.D.N.Y. 2000) (internal marks and citations omitted). Plaintiff has specifically pled libel per se on two grounds: First, “Maxwell’s false statements constitute libel per se inasmuch as they exposed Giuffre to public contempt, ridicule, aversion, and disgrace, and induced an evil opinion of her in the minds of right-thinking persons.” Compl. at 9, @ 10. Second, “Maxwell’s false statements also constitute libel per se inasmuch as they tended to injure Giuffre in her professional capacity as the president of a non-profit corporation designed to help victims of sex trafficking, and inasmuch as they destroyed her credibility and reputation among members of the community that seeks her help and that she seeks to serve.” Id. Tid, It is plausible that a comment indicating that an individual is lying about a history of underage sexual abuse 15

tends to expose that individual to public contempt as someone willing to lie and accuse others of a truly unfathomable and morally disgraceful course of action. Society takes accusations of pedophilia and sexual abuse sufficiently seriously that it is plausible to allege that to claim an individual has made false accusations of underage sex abuse would expose that individual to public contempt, ridicule, aversion, and disgrace in the minds of right-thinking persons. Furthermore, for an individual acting in the capacity of president of a non-profit corporation designed to help victims of sex trafficking, publication of a false narrative of sex trafficking would tend to disparage that individual in the way of her profession. Defendant’s argument that Plaintiff may not take advantage of this second ground on the basis that “victim” is not a profession ignores the valid profession of non-profit advocacy, and the very real importance of perceived competence and integrity in the conduct of that profession.® Plaintiff has ° For example, Somaly Mam, an internationally celebrated anti-sex trafficking advocate and head of the Somaly Mam Foundation was accused of fabricating her personal story of having been trafficked. Despite the irrefutable work of the Foundation on behalf of other victims of trafficking, Mam was forced to resign and the Foundation closed as a result of the scandal. See Gerhard Joren, Somaly Mam: The Holy Saint (and Sinner) of Sex Trafficking, Newsweek, May 14, 2014, available at http: //www.newsweek.com/2014/05/30/somal y-mam-holy-saint-and-sinnersex-trafficking-251642.html; see also Taylor Wofford, Somaly Mam Foundation Closes, Newsweek, Oct. 20, 2014, available at http: //www.newsweek.com/somaly-mam-foundation-closes~278657. 16

therefore met her burden of adequately pleading libelous statements constituting libel per se on two independent grounds, and need not plead special damages. Accordingly, Plaintiff has sufficiently pled a claim of defamation. B. Defendant’s Intent to Assert Affirmative Privilege Defenses Does Not Justify Dismissal Defendant argues that the alleged defamatory statements are protected by the self-defense and pre-litigation privileges, and thus provide grounds to dismiss Plaintiff’s complaint. Def.’s MID at 7-16. “New York courts have articulated the standard for libel and defamation using various terms, not all of which explicitly include malice or the requirement that the statement in question lack privilege.” Ornstein v. Figel, 677 F. Supp. 2d 706, Jil (S.D.N.Y. 2009) (citations omitted). At least some courts require a defamation claim plead lack of privilege. Id. (citing Dillon v. City of N.yY., 704 N.Y.S.2d 1, 5 (lst Dep’t 1999); Roberti v. Schroder Inv. Mgmt. N. Am., Inc., No. 04 Civ. 2404 (LTS) (THK), 2006 WL 647718, at *8 (S.D.N.Y. Mar. 14, 2006) (citing Peters v. Baldwin Union Free Sch. Dist., 320 F.3d 164, L166 (200Cir. 2003) y-. 17

Defendant acknowledges that these privileges are, even if applicable, qualified. Def.’s MTD at 8 (“New York. recognizes a qualified privilege to respond in self-defense”) (citing Kane v. Orange Cty. Publications, 232 A.D.2d 526, 527, 649 N.Y.S.2d 23 (1996) (citations omitted) (stating “response to unfavorable publicity against [the defendant is] covered by a qualified privilege”); Id. at 13 (“Statements made by attorneys and parties pertinent to good faith anticipated litigation are conditionally privileged.”). “Qualified privilege is an affirmative defense that must be pleaded and proved by the defendant.” Kroemer v. Tantillo, 270 A.D.2Zd 810, 810, 706 N.Y.S.2d 538, 539 (2000). Plaintifi also has a right to rebut the privilege or show it was lost. The affirmative privilege defenses are therefore not appropriate for resolution on a motion to dismiss. Roberti, 2006 WL 647718, at *8 (“Defendant's alternative argument that it is entitled to dismissal of the defamation claim on qualified privilege grounds must also be rejected at this stage of the litigation” because “a claim of qualified privilege may be rebutted”). Moreover, to the extent the privileges do apply or lack of privilege is a requisite element of Plaintiff’s claim, Plaintiff has met her burden by pleading facts supporting a plausible 18

conclusion that the privileges may be rebutted. “Under New York law, a qualified or conditional privilege may exist where statements are made, without malice, in furtherance of a common interest.” Block v. First Blood Assoc., 691 F. Supp. 685, 699 (S.D.N.Y. 1988) (citing Loughry v. Lincoin First Bank, N.A., 67 N.Y¥.2d 369, 502 N.Y.S.2d 965, 494 N.E.2d 70 (1986)). “There is no qualified privilege under New York law when such statements are spoken with malice, knowledge of their falsity, or reckless disregard for their truth.” Id. Plaintiff has repeatedly pled that the January 3 and 4 Statement were made with malice and knowledge of their falsity. Compl. at 9, 4 10; 10, @ 17. The Complaint pleads adequate facts to support these conclusions. See Compl. at 3-7. Specifically, Plaintiff has pled that Maxwell assisted and participated in Giuffre’s trafficking and ultimate abuse. See id. Taking these facts to be true as the Court must, it is a logically necessary conclusion that Maxwell’s denial of this story would be made with knowledge of falsity; Maxwell could not have participated for the purpose of Plaintiff’s trafficking and falsely deny that 19

fact without knowledge of falsity.® Plaintiff has therefore pled sufficient facts to show a plausible defeat of any qualified privilege defense. IV. Conclusion For the foregoing reasons and as set forth above, Defendant'’s motion to dismiss is denied. It is so ordered. ) —, New York, NY February Th , 2016 ROBERT W. SWEET U.S.D.J. 5 The matter of falsity is for the fact-finder and not appropriate for resolution at the pleading stage. Moreover, the celebrity of third parties implicated in Plaintiff's allegations has no bearing on the veracity of her claims, as Defendant suggests. 20

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK sd Ri Bete NS NS a SIL SSI RENE FN ON XxX VIRGINIA L. GIUFFRE, Plaintiff, 15-cv-07433-RWS V. GHISLAINE MAXWELL, Defendant. tees 2 Se Rin oe eee Ae ee xX DEFENDANT’S MOTION FOR A PROTECTIVE ORDER Defendant Ghislaine Maxwell, through undersigned counsel, moves this Court for the entry of a Protective Order pursuant to Rule 26(c) of the Federal Rules of Civil Procedure. In support of this motion, Ms. Maxwell states as follows: Pursuant to F.R.C.P. 26(c) this Court “may, for good cause, issue an order to protect a party...from annoyance, embarrassment, oppression, or undue burden or expense...” The nature of this case concerns highly personal and sensitive information from both parties. In this action, both parties have sought and will seek confidential information in the course of discovery from the other party and from non-party witnesses. Release of such confidential information outside of the litigation could expose the parties to “annoyance, embarrassment, [and] oppression” and result in significant injury to one or more of the parties’ business or privacy interests. Plaintiff seeks to take the deposition of defendant Ghislaine Maxwell. Based on written discovery requests served to date, it is anticipated that Plaintiff will seek to question Ms. Maxwell concerning her personal and professional relationships as well matters concerning her

private affairs. Furthermore, Plaintiff has served Ms. Maxwell with document requests that seek information of a sensitive and confidential nature. Dissemination of such information to third parties could be significantly harmful to Ms. Maxwell’s business and personal privacy interests. Good cause exists for entry of this Protective Order. WHEREFORE, Defendant respectfully requests that the Court grant her Motion for Protective Order in this matter in the form attached as Exhibit A to Declaration of Laura Menninger in Support of Defendant’s Motion for a Protective Order. Dated: March 2, 2016. Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10 Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorneys for Ghislaine Maxwell

CERTIFICATE OF SERVICE I certify that on March 2, 2016, I electronically filed this Defendant’s Motion for a Protective Order with the Clerk of Court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK sg bits es AIDA Rr ta Ss Ue Bh te Se eed xX VIRGINIA L. GIUFFRE, Plaintiff, 15-cv-07433-RWS V. GHISLAINE MAXWELL, Defendant. tees Seo Rta eee eae ees xX DECLARATION OF LAURA A. MENNINGER IN SUPPORT OF DEFENDANT’S MOTION FOR PROTECTIVE ORDER I, Laura A. Menninger, declare that the below is true and correct to the best of my knowledge as follows: ls I am a partner with the law firm of a Haddon, Morgan & Foreman, P.C. and duly licensed to practice in the States of New York and Colorado and admitted to practice in the United States District Court for the Southern District of New York. 2. I respectfully submit this Declaration in support of Ms. Maxwell’s Motion for Protective Order in this action. a Attached hereto as Exhibit A is a proposed Protective Order. Dated: March 2, 2016.

Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10°" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorneys for Ghislaine Maxwell

CERTIFICATE OF SERVICE I certify that on March 2, 2016, I electronically filed this Declaration of Laura A. Menninger in Support of Defendant’s Motion for a Protective Order with the Clerk of Court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Brenda Rodriguez Brenda Rodriguez

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 1 of 7 EXHIBIT A

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 2 of 7 United States District Court Southern District Of New York Sea x Virginia L. Giuffre, Plaintiff, v. 15-cv-07433-RWS Ghislaine Maxwell, Defendant. [nO Oa COL EEE SE er Oe xX: PROTECTIVE ORDER Upon a showing of good cause in support of the entry of a protective order to protect the discovery and dissemination of confidential information or information which will improperly annoy, embarrass, or oppress any party, witness, or person providing discovery in this case, IT IS ORDERED: 1. This Protective Order shall apply to all documents, materials, and information, including without limitation, documents produced, answers to interrogatories, responses to requests for admission, deposition testimony, and _ other information disclosed pursuant to the disclosure or discovery duties created by the Federal Rules of Civil Procedure. 2, As used in this Protective Order, “document” is defined as provided in FED.R.CIV.P. 34(a). A draft or non-identical copy is a separate document within the meaning of this term.

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 3 of 7 Information designated “CONFIDENTIAL” shall be information that is confidential and implicates common law and statutory privacy interests of (a) plaintiff Virginia Roberts Giuffre and (b) defendant Ghislaine Maxwell. CONFIDENTIAL information shall not be disclosed or used for any purpose except the preparation and trial of this case. CONFIDENTIAL documents, materials, and/or information (collectively “CONFIDENTIAL INFORMATION’) shall not, without the consent of the party producing it or further Order of the Court, be disclosed except that such information may be disclosed to: a. attorneys actively working on this case; b. persons regularly employed or associated with the attorneys actively working on this case whose assistance is required by said attorneys in the preparation for trial, at trial, or at other proceedings in this case; c. the parties; d. expert witnesses and consultants retained in connection with this proceeding, to the extent such disclosure is necessary for preparation, trial or other proceedings in this case; e. the Court and its employees (“Court Personnel’) in this case; f. stenographic reporters who are engaged in proceedings necessarily incident to the conduct of this action; g. deponents, witnesses, or potential witnesses; and

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 4 of 7 h. other persons by written agreement of the parties. Prior to disclosing any CONFIDENTIAL INFORMATION to any person listed above (other than counsel, persons employed by counsel, Court Personnel and stenographic reporters), counsel shall provide such person with a copy of this Protective Order and obtain from such person a written acknowledgment stating that he or she has read this Protective Order and agrees to be bound by its provisions. All such acknowledgments shall be retained by counsel and shall be subject to in camera review by the Court if good cause for review is demonstrated by opposing counsel. Documents are designated as CONFIDENTIAL by placing or affixing on them (in a manner that will not interfere with their legibility) the following or other appropriate notice: “CONFIDENTIAL.” Discovery material designated CONFIDENTIAL shall be identified by Bates number. To the extent practical, the respective legend shall be placed near the Bates number. Designation of a document as CONFIDENTIAL INFORMATION shall constitute a representation that such document has been reviewed by an attorney for the designating party, that there is a valid and good faith basis for such designation, made at the time of disclosure or production to the receiving party, and that disclosure of such information to persons other than those permitted access to such material would cause a privacy harm to the designating party.

10. 11. Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 5 of 7 Whenever a deposition involves the disclosure of CONFIDENTIAL INFORMATION, the deposition or portions thereof shall be designated as CONFIDENTIAL and shall be subject to the provisions of this Protective Order. Such designation shall be made on the record during the deposition whenever possible, but a party may designate portions of depositions as CONFIDENTIAL after transcription, provided written notice of the designation is promptly given to all counsel of record within thirty (30) days after notice by the court reporter of the completion of the transcript, and until the expiration of such thirty (30) days after notice by the court reporter of the completion of the transcript, no party or counsel for any such party may share the contents of the deposition outside the limitations of this Protective Order. Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. A party may object to the designation of particular CONFIDENTIAL INFORMATION by giving written notice to the party designating the disputed information. The written notice shall identify the information to which the objection is made. If the parties cannot resolve the objection within ten (10) business days after the time the notice is received, it shall be the obligation of the party designating the information as CONFIDENTIAL to file an

12. 13, Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 6 of 7 appropriate motion requesting that the Court determine whether the disputed information should be subject to the terms of this Protective Order. If such a motion is timely filed, the disputed information shall be treated as CONFIDENTIAL under the terms of this Protective Order until the Court rules on the motion. If the designating party fails to file such a motion within the prescribed time, the disputed information shall lose its designation as CONFIDENTIAL and shall not thereafter be treated as CONFIDENTIAL in accordance with this Protective Order. In connection with a motion filed under this provision, the party designating the information as CONFIDENTIAL shall bear the burden of establishing that good cause exists for the disputed information to be treated as CONFIDENTIAL. At the conclusion of this case, unless other arrangements are agreed upon, each document and all copies thereof which have been designated as CONFIDENTIAL shall be returned to the party that designated it CONFIDENTIAL, or the parties may elect to destroy CONFIDENTIAL documents. Where the parties agree to destroy CONFIDENTIAL documents, the destroying party shall provide all parties with an affidavit confirming the destruction. This Protective Order shall have no force and effect on the use of any CONFIDENTIAL INFORMATION at trial in this matter.

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 7 of 7 14.‘ This Protective Order may be modified by the Court at any time for good cause shown following notice to all parties and an opportunity for them to be heard. BY THE COURT UNITED STATES DISTRICT JUDGE

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF VIRGINIA GIUFFRE’S RESPONSE TO DEFENDANT’S MOTION FOR PROTECTIVE ORDER Plaintiff Virginia L. Giuffre, by and through undersigned counsel, respectfully submits this Response to Defendant’s Motion for A Protective Order. I. BACKGROUND On February 5, 2016, Plaintiff, Virginia Giuffre, noticed Defendant Maxwell’s deposition for March 2, 2016. See Sigrid McCawley Declaration (hereinafter “McCawley Decl.) at Exhibit 1. Due to Defendant’s counsel’s scheduling conflict, Ms. Giuffre re-noticed the deposition to March 25, 2016. See McCawley Decl. at Exhibit 2. Defendant demanded that Ms. Giuffre agree to a Protective Order before Defendant would agree to sit for her deposition. See McCawley Decl. at Exhibit 3, (E-mail from Laura Menninger stating: “We have not and will not accept the date of March 25, or any other date, for Ms. Maxwell’s deposition until a protective order is in place.”). In an effort to move forward with the Defendant’s deposition without further delay, Ms. Giuffre stated that she would be willing to “agree to a reasonable Protective Order being in place in this case” and attached a redlined version of Defendant’s proposed Protective Order.

See McCawley Decl. at Exhibit 4, McCawley e-mail correspondence dated February 26, 2016. Ms. Giuffre also communicated that she would agree to treat Maxwell’s deposition as confidential until such time as the Court would enter a Protective Order, to remove any need to delay Defendant’s March 25, 2016 deposition. Defendant never responded to Ms. Giuffre’s proposed revisions to the Protective Order: instead, she filed this Motion. IL. ARGUMENT Ms. Giuffre does not oppose the entrance of a Protective Order in this case, but does oppose a Protective Order in the form proposed by Defendant because it is overly broad and can lead to abuse and over designation of material as “confidential.” Ms. Giuffre’s proposal', which is attached in both a redlined version and a clean version (See McCawley Decl. at Exhibit 5), addresses the following important issues: ° Opening Paragraph: Given the fact that this case involves sexual abuse allegations of a minor child, Ms. Giuffre defined confidential information as: “including sensitive personal information relating to a victim of sexual abuse, copyright or trade secrets, commercially sensitive information or proprietary information.” Ms. Giuffre disagrees with Defendant’s broad definition which provided “or information which will improperly annoy, embarrass or oppress any party, witness or person providing discovery in the case.” There are a number of problems with Defendant’s proposed language, for example, evidence that demonstrates that Maxwell engaged in abuse of a minor is clearly “embarrassing” but that should not be deemed “confidential” solely because Maxwell does not want her crimes to be made public. Allowing Maxwell to make overly broad ' Exhibit 5 varies slightly from Exhibit 4, the version sent to opposing counsel, because Ms. Giuffre corrected some typographical and spelling issues.

confidentiality designations of that type of discovery would wrongfully allow the abuser to hide behind a claim of confidentiality. Purposes _and_ Limitations: Ms. Giuffre’s proposed revisions include an introductory “purpose” section which sets forth a requirement that confidential designations must be made in “good faith.” Ms. Giuffre contends this section is important to place an obligation on counsel to act in good faith and avoid broad sweeping confidentiality designations. Paragraph 3: In paragraph 3, Ms. Giuffre struck the word “implicates” and replaced it with “is covered by” because many things can “implicate” but only those things that are actually “covered by a common law and statutory privacy protection” should be deemed “confidential”. Ms. Giuffre also added “or any non-party that was subject to sexual abuse” because she anticipates there will be non-party witnesses in this case testifying to abuse they endured, and the nonparties should, likewise, be able to protect that sensitive personal information with a confidentiality designation. Accordingly, if Ms. Giuffre’s proposal is accepted, Paragraph 3 will read: “Information designated “Confidential” shall be information that is confidential and is covered by common law and statutory privacy protections of (a) plaintiff Virginia Giuffre (b) defendant Ghislaine Maxwell or (c) any non-party that was subject to sexual abuse.” Paragraph 4: Paragraph 4 provides: “Confidential information shall not be disclosed or used for any purpose except the preparation and trial of this case.” Ms. Giuffre proposed adding to this sentence: “and any related matter, including but not limited to, investigations by law enforcement.” Ms. Giuffre’s addition is

important because Defendant should not be able to shield her conduct from review by law enforcement by cloaking it in a “confidential” designation. Paragraph 5: Paragraph 5 addresses who may view confidential information and Ms. Giuffre proposed adding to that list: “(h) any person (1) who authored or received the particular Protected Material; (2) who has or had at any point in time access to the Protected Material outside of the context of this action; or (3) for which there is a good faith basis to conclude that the individual has earlier received or seen such Protected Material. and (j) any other person by written agreement of the parties or by Order of a Court of competent jurisdiction.” Ms. Giuffre made the proposed addition above because she contends it will alleviate debate over a document that has been marked “confidential” by one party but is a document that has been previously disclosed to certain individuals. Paragraph 11: Ms. Giuffre revised the protocol for challenging the designation of a document as “confidential” in order to stream line that process as follows: (a) A Party shall not be obligated to challenge the propriety of any designation of discovery material under this Order at the time the designation is made, and a failure to do so shall not preclude a subsequent challenge thereto. Moreover, failure to challenge the designation of any discovery material as CONFIDENTIAL shall not in any way constitute an admission that such material contains any competitively sensitive information, trade secret information, or other protectable material. (b) In the event that counsel for the Party receiving Protected Material objects to the CONFIDENTIAL designation of any or all such items, said counsel shall provide the Producing Party and, if different, the

Designating Party written notice of, and the basis for, such objections. The Parties will use their best efforts to resolve such objections among themselves. Should the Receiving Party, the Producing Party and, if different, the Designating Party be unable to resolve the objections, the Receiving Party may seek a hearing before this Court with respect to the propriety of the designation. The Designating Party will cooperate in obtaining a prompt hearing with respect thereto. Pending a resolution, the discovery material in question shall continue to be treated as Protected Material as provided hereunder. The burden of proving that Discovery Material is properly designated shall at all times remain with the Designating Party.” Paragraph 13: Ms. Giuffre added paragraph 13 to provide protection for nonparty witnesses who are subpoenaed in this case and are asked to disclose sensitive information regarding sexual abuse they may have endured. This paragraph provides a non-party with the opportunity to designate that sensitive information as “confidential”. The added paragraph 13 provides: “With respect to any Discovery Material produced by such non-party, the non-party may invoke the terms of this Order in writing to all Parties by designating discovery material “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY”. Any such Protected Material produced by the non-party designated “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY” shall be subject to the restrictions contained in this Order and shall only be disclosed or used in a manner consistent with this Order.”

Paragraph 14: Ms. Giuffre added paragraph 14 to protect a circumstance of an inadvertent failure to designate and to include a protocol for how to handle a retroactive designation in that circumstance. The added paragraph 14 provides: “Tn the event that any Producing Party inadvertently produces Discovery Material eligible for designation as CONFIDENTIAL or HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY without such designation, the Parties agree that the Producing Party may retroactively apply the correct designation. If a Producing Party makes a subsequent designation, the Receiving Party will treat the Protected Material according to the retroactive designation, including undertaking best efforts to retrieve all previously distributed copies from any recipients now ineligible to access the Protected Material.” Paragraph 15: Ms. Giuffre also added a paragraph on “Limitations” to clarify that information that has been previously disclosed or is publicly available cannot be restricted from disclosure. Specifically, Ms. Giuffre added the following: “Limitations. Nothing in this Order shall restrict in any way the use or disclosure of Protected Material by a Receiving Party (a) that is or has become publicly known through no fault of the Receiving Party; (b) that is lawfully acquired by or known to the Receiving Party independent of the Producing Party; (c) that was previously produced, disclosed, and/or provided by the Producing Party to the Receiving Party or a non-party without an obligation of confidentiality and not by inadvertence or mistake; (d) with the consent of the Producing Party and, if different, the Designating Party; (e) pursuant to Order of the Court; or (f) for purposes of law enforcement.”

As addressed above, Ms. Giuffre proposed revisions to ensure that the Protective Order is fair and limited in scope so as not to be subject to abuse. For the foregoing reasons, Ms. Giuffre respectfully requests that the Court grant Ms. Giuffre’s proposed revisions set forth in Exhibit 5. See McCawley Decl. at Exhibit 5. Dated: March 4, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 4, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFE’S RESPONSE TO DEFENDANT’S MOTION FOR PROTECTIVE ORDER I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2: I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Response to Defendant’s Motion for Protective Order. a, Attached hereto as Exhibit 1, is a true and correct copy of Plaintiff's February 5, 2016 Notice of Taking Videotaped Deposition of Defendant Ghislaine Maxwell. 4. Attached hereto as Exhibit 2, is a true and correct copy of the Re-Notice of Taking Videotaped Deposition of Defendant Ghislaine Maxwell. : Attached hereto as Exhibit 3, is a true and correct copy of Defendant’s counsel, Laura Menninger’s February 25, 2016 Email Correspondence to Sigrid McCawley.

6. Attached hereto as Exhibit 4, is a true and correct copy of the Plaintiff's proposed Protective Order in redline format and clean format sent to Laura Menninger on February 25, 2016. ts Attached hereto as Exhibit 5, is a true and correct copy of Plaintiff's proposed Protective Order in redline format and clean version. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Dated: March 4, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 4, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case 1:15-cv-07433-RWS Document 41-1 Filed 03/04/16 Page 1of4 EXHIBIT |

Case 1:15-cv-07433-RWS Document 41-1 Filed 03/04/16 Page 2 of 4 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. / PLAINTIFF’S NOTICE OF TAKING VIDEOTAPED DEPOSITION PLEASE TAKE NOTICE THAT, pursuant to Rule 30 of the Federal Rules of Civil Procedure, counsel for Plaintiff, Virginia Giuffre, will take the deposition of the below-named individual on the date and hour indicated. NAME: Defendant Ghislaine Maxwell DATE AND TIME: March 2, 2016 at 9:30 a.m, LOCATION: Boies Schiller & Flexner, LLP 575 Lexington Ave., 7” Floor New York, NY 10022 The videotaped deposition will be taken upon oral examination before Magna Legal Services, or any other notary public authorized by law to take depositions. The video operator shall be provided by Magna Legal Services. This deposition is being taken for the purpose of discovery, for use at trial, or for such other purposes as are permitted under the rules of this Court.

Case 1:15-cv-07433-RWS Document 41-1 Filed 03/04/16 Page 3 of 4 Dated: February 5, 2016 By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 41-1 Filed 03/04/16 Page 4 of 4 CERTIFICATE OF SERVICE ] HEREBY CERTIFY that on the 5th day of February, 2016, I served the attached document PLAINTIFF’S NOTICE OF TAKING VIDEOTAPED DEPOSITION OF DEFENDANT GHISLAINE MAXWELL via Email to the following counsel of record. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case 1:15-cv-07433-RWS Document 41-2 Filed 03/04/16 Pagelof4 EXHIBIT 2

Case 1:15-cv-07433-RWS Document 41-2 Filed 03/04/16 Page 2 of 4 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS Vv. Ghislaine Maxwell, Defendant. / PLAINTIFF’S RE-NOTICE OF TAKING VIDEOTAPED DEPOSITION PLEASE TAKE NOTICE THAT, pursuant to Rule 30 of the Federal Rules of Civil Procedure, counsel for Plaintiff, Virginia Giuffre, will take the deposition of the below-named individual on the date and hour indicated. NAME: Ghislaine Maxwell DATE AND TIME: March 25, 2016 at 9:00 a.m. LOCATION: Boies Schiller & Flexner, LLP 575 Lexington Ave., 7” Floor New York, NY 10022 The videotaped deposition will be taken upon oral examination before Magna Legal Services, or any other notary public authorized by law to take depositions. The oral examination will continue from day to day until completed. The video operator shall be provided by Magna Legal Services. This deposition is being taken for the purpose of discovery, for use at trial, or for such other purposes as are permitted under the rules of this Court. Dated: February 22, 2016 By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice Pending)

Case 1:15-cv-07433-RWS Document 41-2 Filed 03/04/16 Page 3 of 4 Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 41-2 Filed 03/04/16 Page 4 of 4 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on the 22nd day of February, 2016, I served the attached document PLAINTIFF’S RE-NOTICE OF TAKING VIDEOTAPED DEPOSITION OF DEFENDANT GHISLAINE MAXWELL via Email to the following counsel of record. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

EXHIBIT 3

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 2 of 8 Sigrid McCawley ccc From: Laura Menninger <imenninger@hmflaw.com> Sent: Thursday, February 25, 2016 2:55 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: FW: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid ~ | would suggest that rather than repeated emails on the topic of scheduling the various depositions in this case, or the unilateral issuance of deposition notices and subpoenas, you and | have a phone conference wherein we discuss which depositions are going to be taken, where, and a plan for doing them in an orderly fashion that minimizes travel and inconvenience for counsel and the witnesses. As you are well aware from your own practice of law, attorneys have other clients, other court dates and other commitments to work around. The FRCP and Local Rules contemplate courtesy and cooperation among counsel in the scheduling and timing of discovery processes. This rule makes even more sense in a case such as this spanning various parts of the country where counsel must engage in lengthy travel and the attendant scheduling of flights, hotels and rental cars. | am available for such a cail today or tomorrow morning before 11 a.m. MST. To respond to your last email: Defendant’s Deposition We have not and will not accept the date of March 25, or any other date, for Ms. Maxwell’s deposition until a protective order isin place. My email of February 12" requested your position on a protective order and, receiving no response from you, | sent you a proposed one on February 20". As of today’s date, I still have not received your position or your comments to that protective order. Secondly, although the rules permit a party to seek leave of the court for a second deposition should new factors or evidence become known, you are aware in advance of Ms. Maxwell's deposition that she has yet to file an Answer or Counterclaim and therefore cannot be “surprised” about the fact that she will do so when and if necessary. Should you choose to take her deposition before such a pleading has been filed, you are acknowledging your waiver of the right to take a second deposition based on the filing of the answer and counterclaims because this is a fact known to you in advance of the first deposition. To reiterate, | have not accepted the date of March 25, 2016 for my client’s deposition and will not agree to schedule such a deposition in the absence of a protective order and your acknowledgement of waiver as outlined above. Other Witness Depositions | have asked to schedule the depositions of the two Florida witnesses on consecutive days to minimize travel expenses for counsel and you have refused. Additionally, it is completely unclear to me what, if any, relevance either of the two Florida witnesses have to the defamation action. My client has made no statements about either woman, nor has your client’s voluminous press and pleadings included any indication that either woman could corroborate her claims. Finally, as noted in my email to you

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 3 of 8 yesterday, Ms. Chambers is not even among the hundred witnesses listed in your Rule 26 disclosures, nor her contact info nor her counsel’s contact info. Please provide an offer of proof as to the relevance in this action (as compared to say, any of your client’s media, publicity and other litigations) of either Ms. Chambers or Ms. Sjoberg’s testimony. Also provide any contact information you have for them pursuant to Rule 26. | hope that we will be able to continue a professional dialogue regarding the timing and sequence of discovery in this case without the need for judicial intervention. -Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley [mailto:Smecawley@BSFLLP.com] Sent: Tuesday, February 23, 2016 8:46 AM To: Laura Menninger Ce: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Hello Laura, DEFENDANT’s DEPOSITION: As you are aware, we originally noticed your client’s deposition for March 2, 2016. We then provided you with multiple alternative dates because you stated that you had a conflict with the date provided. You have confirmed below that Ms. Maxwell is available for her deposition on March 25" in New York. The revised deposition notice is attached above. We understand that your client is requesting the entrance of a protective order in this case. We are in receipt of your proposed protective order and are reviewing and will provide you with a response to same shortly. With respect to your demand below that we concede that we will only seek to take one 7 hour deposition of the named defendant Ms. Maxwell in this case, we disagree that we have to make any such determination at this stage of the litigation. We are entitled under the rules to depose the defendant, without delay, for one 7 hour deposition. If after 2

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 4of8 that deposition there are reasons that require us to seek additional time from the Court, we will do so and you can lodge any objections you have. You are not entitled to use your demand as a transparent delay tactic in an effort to preclude what is a critical deposition in this matter. NON- PARTY SUBPOENED WITNESSES: As a result of the conflict you had with our original date for Johanna Sjorberg’s deposition, we provided you with multiple alternatives. | understand you have a conflict with March 23 so please confirm you can be present for her deposition in Fort Lauderdale on March 16" in Fort Lauderdale, Florida. Ms. Chambers and Ms. Sjorberg’s depositions cannot be taken on consecutive days because -- while they are both in the state of Florida — the travel distance is about 7 hours by car so it won’t work to schedule them consecutively. Moreover, these are non-party witnesses with varying work schedules that we are attempting to work around with their counsel and we have provided you will dates for which they are available. Please confirm you can be present at Alyson Chambers deposition in St. Augustine Florida on March 22”. For your travel arrangements, it is my understanding that the closest airport to St. Augustine is the Jacksonville, Florida airport. As for your interpretation of Local Rule 30.1 we have reviewed the case law and it is not our understanding that this type of payment applies automatically to a named party. That said, you are of course able to make your application to the court in accordance with that rule and we will respond with our opposition, but nothing in that rule allows you to attempt to delay a subpoenaed deposition based on that rule. Thank you, Sigrid Sigrid S. McCawley Partner 401 East Las Olas Bivd.. Suite 1200 Fort Lauderdale, FL 3330] Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfllp.com From: Laura Menninger [mailto:Imenninger@hmflaw.com] Sent: Saturday, February 20, 2016 2:54 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid | had not responded regarding the dates yet, in part, because you did not address the two issues | raised by email of February 12 (below). In particular, a protective order needs to be entered prior to Ms. Maxwell’s deposition to address the same concerns you raised prior to your client’s deposition in the Edwards/Casselt matter. | have taken the liberty of drafting a proposed protective order which | attach here. Please provide any comments you propose and we can get it filed and ruled upon by the Court. Further, you did not provide your acknowledgement pursuant to Rule 30(d)(1) that this deposition, which likely will occur before Ms. Maxwell has filed an answer or counterclaims, will be her only deposition in this matter. If this is not your agreement, then we will need to seek a ruling from the Court.

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 5of8 Assuming that the attached protective order is entered in a timely fashion and your agreement that you will not be seeking a second deposition after Ms. Maxwell files an answer and counterclaim, then! can confirm the dates which will work for me and for her. Right now, of the dates you propose it appears that the March 25th date is best. Regarding the depositions of Ms. Sjoberg and Chambers, | propose that we do those on consecutive days. Unfortunately, |am not available on March 23d as | have a sentencing in USDC Colorado that morning. | could propose March 24-25 or March 1718. Also, given that these depositions are “more than 100 miles from the courthouse,” | request your agreement to pay for my expenses for attendance at those depositions in Florida pursuant to Local R. 30.1. Thank you, Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley <smccawley@bsfllp.com> Date: Friday, February 19, 2016 at 9:25 AM To: Laura Menninger <Imenninger@hmflaw.com> Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Hello Laura, lam in receipt of your email below. As you are aware, the Court already denied your client’s effort to stay discovery pending her motion to dismiss. As you are also aware, discovery in this case closes in a few short months. We are proceeding with discovery and cannot agree to wait any further for Ms. Maxwell’s deposition. You indicated you had a conflict with the original date we selected for Ms. Maxwelil’s deposition so we have provided you with alternate dates for Ms. Maxwell’s deposition and would appreciate a timely response. You also stated that you had a conflict with the original subpoena date for Johanna Sjorberg. In an effort to accommodate the conflicts in your schedule, we provided you a selection of alternate dates that work for Ms. Sjorberg and her counsel and we have not heard back from you. Once again the dates are provided below. Please respond in a timely manner so we can schedule the depositions.

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 6 of 8 Proposed Alternate Dates for Ms. Maxwell’s Deposition to be taken in NY at BSF’s Office — Feb. 29", March 1%, March 14° or March 25". Proposed Alternate Dates for Ms. Sjorberg’s Deposition to be taken in Fort Lauderdale at BSF’s Office - March 16" or March 23”. Presently Scheduled Date for Alyson Chambers Deposition to be taken in St. Augustine Florida — March 22. To my knowledge, you have not indicated that you have a conflict with this date. Thank you, Sigrid Sigrid S. McCawley Partner 401 East Las Olas Blvd.. Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http:/Awww.bsfilp.com From: Laura Menninger [mailto:Imenninger@hmflaw.com] Sent: Friday, February 12, 2016 1:21 PM To: Sigrid McCawiey Subject: Re: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid — I’m happy to schedule a deposition for my client on a mutually agreeable date. | will check with her on these dates you have proposed and get back to you shortly. lt would make some sense to me to not schedule this deposition until after the judge rules on the motion to dismiss. If the motion is granted, we will have wasted time and money. If the Judge denies the motion, | intend to file an answer with affirmatives defenses as well as counterclaims against your client. Given that Rule 30(d} only permits one day of deposition lasting 7 hours, in the event you choose to depose Ms. Maxwell prior to the filing of our affirmative defenses and counterclaims, you will have exhausted that one chance to depose her, and | will not agree, and will vigorously contest, your ability to schedule a second deposition. We should also discuss an agreed upon protective order for discovery in this case. If you have one you like, please forward it to me, or | can take the lead in drafting. -Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 7 of 8 www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley [mailto:Smccawley@BSFLLP.com] Sent: Thursday, February 11, 2016 12:41 PM To: Laura Menninger Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Hello Laura -I can offer the following alternate dates for Ms Maxwell's deposition -February 29th or March Ist or March 11th or March 14, 25 or 16. I will get back to you on an alternate date for Ms. Sjorberg's deposition. Thank you, Sigrid From: Laura Menninger [Imenninger@hmflaw.com] Sent: Tuesday, February 09, 2016 06:36 PM Eastern Standard Time To: Sigrid McCawley Ce: Brenda Rodriguez Subject: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid ~ | have received your Notice of Deposition for Ms. Maxwell on March 2 as well as your subpoena for the deposition of Johanna Sjoberg on February 22. | am not available on either one of those dates due to pre-existing scheduling conflicts. Local Rule 26.4(a) provides that “Counsel are expected to cooperate with each other, consistent with the interests of their clients, in all phases of the discovery process and to be courteous in their dealings with each other, including in matters relating to scheduling and timing of various discovery procedures.” | respectfully request that you send me other proposed dates that would work for you to take those two depositions so that | can clear them with my calendar and (as pertains to her deposition), my client’s calendar. Presumably, coordination with Ms. Sjoberg’s counsel also makes sense per Rule 45(d)}{1). -Laura

Case 1:15-cv-07433-RWS Document 41-3 Filed 03/04/16 Page 8 of 8 Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 imenninger@hmflaw.com www. hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. if you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. VASSAGE riotified that any d this communication in puter, fv.7j ormatiat acer of this ent. or the € ruse of sna! the nan

EXHIBIT 4

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 2 of 26 Sigrid McCawley From: Sigrid McCawley Sent: Friday, February 26, 2016 12:10 PM To: Laura Menninger Ce: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Attachments: 2016-02-25 Agreed Protective Order (redline).pdf; Clean Version of Agreed Protective Order.docx Hello Laura, It is clear to me based on the below that you are intentionally trying to stall the taking of these depositions, despite the fact that the Court denied your motion to stay discovery and are trying to grant yourself a de facto stay by placing conditions on these depositions that are not required by the Federa! Rules, in order to push off depositions as far as you can while you await a ruling on the motion to dismiss. Again — the court denied your stay request and you cannot use unreasonable demands to try to create that delay. We are entitled to take the defendant’s deposition in this case and we are not required to waive any rights in that process. As to your demand regarding a protective order, we have reviewed what you sent and can agree to a reasonable protective order being in place in this case and have attached redlined edits and a clean version for your review above. As for the contact information for the two subpoenaed witnesses — that was provided to you previously. The attorney representing Johanna Sjorberg and Alyson Chambers is Dore Louis. His number is (305) 374-0544 and mdl@sinciairlouis.com. Because you had conflicts with the initial dates we scheduled for Johanna, | have been coordinating with him on alternative depo dates which | provided you below. | will call you to discuss these depositions as they need to move forward without any additional delay. Thank you, Sigrid Sigrid S. McCawley Partner BOIES, SCHILLER & FLEXNER LLP 401 East Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Phone; 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfllp.com From: Laura Menninger [mailto:Imenninger@hmflaw.com] Sent: Thursday, February 25, 2016 2:55 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: FW: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 3 of 26 | would suggest that rather than repeated emails on the topic of scheduling the various depositions in this case, or the unilateral issuance of deposition notices and subpoenas, you and | have a phone conference wherein we discuss which depositions are going to be taken, where, and a plan for doing them in an orderly fashion that minimizes travel and inconvenience for counsel and the witnesses. As you are well aware from your own practice of law, attorneys have other clients, other court dates and other commitments to work around. The FRCP and Local Rules contemplate courtesy and cooperation among counsel in the scheduling and timing of discovery processes. This rule makes even more sense in a case such as this spanning various parts of the country where counsel must engage in lengthy travel and the attendant scheduling of flights, hotels and rental cars. | am available for such a cail today or tomorrow morning before 11 a.m. MST. To respond to your last email: Defendant’s Deposition We have not and will not accept the date of March 25, or any other date, for Ms. Maxwell’s deposition until a protective order is in place. My email of February 12" requested your position on a protective order and, receiving no response from you, | sent you a proposed one on February 20". As of today’s date, | still have not received your position or your comments to that protective order. Secondly, although the rules permit a party to seek leave of the court for a second deposition should new factors or evidence become known, you are aware in advance of Ms, Maxwell’s deposition that she has yet to file an Answer or Counterclaim and therefore cannot be “surprised” about the fact that she will do so when and if necessary. Should you choose to take her deposition before such a pleading has been filed, you are acknowledging your waiver of the right to take a second deposition based on the filing of the answer and counterclaims because this is a fact known to you in advance of the first deposition. To reiterate, | have not accepted the date of March 25, 2016 for my client’s deposition and will not agree to schedule such a deposition in the absence of a protective order and your acknowledgement of waiver as outlined above. Other Witness Depositions | have asked to schedule the depositions of the two Florida witnesses on consecutive days to minimize travel expenses for counsel and you have refused. Additionally, it is completely unclear to me what, if any, relevance either of the two Florida witnesses have to the defamation action. My client has made no statements about either woman, nor has your client’s voluminous press and pleadings included any indication that either woman could corroborate her claims. Finally, as noted in my email to you yesterday, Ms. Chambers is not even among the hundred witnesses listed in your Rule 26 disclosures, nor her contact info nor her counsel’s contact info. Please provide an offer of proof as to the relevance in this action (as compared to say, any of your client’s media, publicity and other litigations) of either Ms. Chambers or Ms. Sjoberg’s testimony. Also provide any contact information you have for them pursuant to Rule 26, | hope that we will be abie to continue a professional dialogue regarding the timing and sequence of discovery in this case without the need for judicial intervention. -Laura

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 4 of 26 Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley [mailto:Smccawiey@BSFLLP.com] Sent: Tuesday, February 23, 2016 8:46 AM To: Laura Menninger Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Hello Laura, DEFENDANT’s DEPOSITION: As you are aware, we originally noticed your client’s deposition for March 2, 2016. We then provided you with multiple alternative dates because you stated that you had a conflict with the date provided. You have confirmed below that Ms. Maxwell is available for her deposition on March 25" in New York. The revised deposition notice is attached above. We understand that your client is requesting the entrance of a protective order in this case. We are in receipt of your proposed protective order and are reviewing and will provide you with a response to same shortly. With respect to your demand below that we concede that we will only seek to take one 7 hour deposition of the named defendant Ms. Maxwell in this case, we disagree that we have to make any such determination at this stage of the litigation. We are entitled under the rules to depose the defendant, without delay, for one 7 hour deposition. If after that deposition there are reasons that require us to seek additional time from the Court, we will do so and you can lodge any objections you have. You are not entitled to use your demand as a transparent delay tactic in an effort to preclude what is a critical deposition in this matter. NON- PARTY SUBPOENED WITNESSES: As a result of the conflict you had with our origina! date for Johanna Sjorberg’s deposition, we provided you with multiple alternatives. | understand you have a conflict with March 23” so please confirm you can be present for her deposition in Fort Lauderdale on March 16"" in Fort Lauderdale, Florida. Ms. Chambers and Ms. Sjorberg’s depositions cannot be taken on consecutive days because -- while they are both in the state of Florida — the travel distance is about 7 hours by car so it won’t work to schedule them consecutively. Moreover, these are non-party witnesses with varying work schedules that we are attempting to work around with their counsel and we have provided you will dates for which they are available. 3

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 5 of 26 Please confirm you can be present at Alyson Chambers deposition in St. Augustine Florida on March 22™. For your travel arrangements, it is my understanding that the closest airport to St. Augustine is the Jacksonville, Florida airport. As for your interpretation of Local Rule 30.1 we have reviewed the case law and it is not our understanding that this type of payment applies automatically to a named party. That said, you are of course able to make your application to the court in accordance with that rule and we will respond with our opposition, but nothing in that rule allows you to attempt to delay a subpoenaed deposition based on that rule. Thank you, Sigrid Sierid S. McCawley Partner BOIES, SCHILLER & FLEXNER LLP 401 East Las Olas Blvd.. Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfllp.com From: Laura Menninger [mailto:imenninger@hmflaw.com] Sent: Saturday, February 20, 2016 2:54 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid | had not responded regarding the dates yet, in part, because you did not address the two issues | raised by email of February 12 (below). In particular, a protective order needs to be entered prior to Ms. Maxwell’s deposition to address the same concerns you raised prior to your client’s deposition in the Edwards/Cassell matter. | have taken the liberty of drafting a proposed protective order which | attach here. Please provide any comments you propose and we can get it filed and ruled upon by the Court. Further, you did not provide your acknowledgement pursuant to Rule 30(d)(1) that this deposition, which likely will occur before Ms. Maxwell has filed an answer or counterclaims, will be her only deposition in this matter. If this is not your agreement, then we will need to seek a ruling from the Court. Assuming that the attached protective order is entered in a timely fashion and your agreement that you will not be seeking a second deposition after Ms. Maxwell files an answer and counterclaim, then 1 can confirm the dates which will work for me and for her. Right now, of the dates you propose it appears that the March 25th date is best. Regarding the depositions of Ms. Sjoberg and Chambers, | propose that we do those on consecutive days. Unfortunately, lam not available on March 23d as | have a sentencing in USDC Colorado that morning, | could propose March 24-25 or March 1718. Also, given that these depositions are “more than 100 miles from the courthouse,” | request your agreement to pay for my expenses for attendance at those depositions in Florida pursuant to Local R. 30.1. Thank you, Laura

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 6 of 26 Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. if you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley <smccawley@bsfllp.com> Date: Friday, February 19, 2016 at 9:25 AM To: Laura Menninger <Imenninger@hmflaw.com> Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Hello Laura, iam in receipt of your email below. As you are aware, the Court already denied your client’s effort to stay discovery pending her motion to dismiss. As you are also aware, discovery in this case closes in a few short months. We are proceeding with discovery and cannot agree to wait any further for Ms. Maxwell’s deposition. You indicated you had a conflict with the original date we selected for Ms. Maxwell’s deposition so we have provided you with alternate dates for Ms. Maxwell’s deposition and would appreciate a timely response. You also stated that you had a conflict with the original subpoena date for Johanna Sjorberg. In an effort to accommodate the conflicts in your schedule, we provided you a selection of alternate dates that work for Ms. Sjorberg and her counsel and we have not heard back from you. Once again the dates are provided below. Please respond in a timely manner so we can schedule the depositions. Proposed Alternate Dates for Ms. Maxwell’s Deposition to be taken in NY at BSF’s Office — Feb. 29", March 1%, March 14" or March 25". Proposed Alternate Dates for Ms. Sjorberg’s Deposition to be taken in Fort Lauderdale at BSF’s Office - March 16" or March 23”. Presently Scheduled Date for Alyson Chambers Deposition to be taken in St. Augustine Florida — March 22°. To my knowledge, you have not indicated that you have a conflict with this date. Thank you, Sigrid Sigrid S. McCawley Partner

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 7 of 26 BOIES, SCHILLER & FLEXNER LLP 401 East Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfllp.com From: Laura Menninger [mailto:lmenninger@hmflaw.com] Sent: Friday, February 12, 2016 1:21 PM To: Sigrid McCawley Subject: Re: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid — I'm happy to schedule a deposition for my client on a mutually agreeable date. | will check with her on these dates you have proposed and get back to you shortly. it would make some sense to me to not schedule this deposition until after the judge rules on the motion to dismiss. If the motion is granted, we will have wasted time and money. If the Judge denies the motion, | intend to file an answer with affirmatives defenses as well as counterclaims against your client. Given that Rule 30(d) only permits one day of deposition lasting 7 hours, in the event you choose to depose Ms. Maxwell prior to the filing of our affirmative defenses and counterclaims, you will have exhausted that one chance to depose her, and | will not agree, and will vigorously contest, your ability to schedule a second deposition. We should also discuss an agreed upon protective order for discovery in this case. If you have one you like, please forward it to me, or | can take the lead in drafting. -Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www. hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. if you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley [mailto:Smccawley@BSFLLP.com] Sent: Thursday, February 11, 2016 12:41 PM

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 8 of 26 To; Laura Menninger Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [conferral concerning deposition dates] Hello Laura -I can offer the following alternate dates for Ms Maxwell's deposition -February 29th or March Ist or March 11th or March 14, 25 or 16. I will get back to you on an alternate date for Ms. Sjorberg's deposition. Thank you, Sigrid From: Laura Menninger [[menninger@hmflaw.com} Sent: Tuesday, February 09, 2016 06:36 PM Eastern Standard Time To: Sigrid McCawley Ce: Brenda Rodriguez Subject: Giuffre v. Maxwell - [conferral concerning deposition dates] Sigrid | have received your Notice of Deposition for Ms. Maxwell on March 2 as well as your subpoena for the deposition of Johanna Sjoberg on February 22. | am not available on either one of those dates due to pre-existing scheduling conflicts. Local Rule 26.4(a) provides that “Counsel are expected to cooperate with each other, consistent with the interests of their clients, in all phases of the discovery process and to be courteous in their dealings with each other, including in matters relating to scheduling and timing of various discovery procedures.” | respectfully request that you send me other proposed dates that would work for you to take those two depositions so that | can clear them with my calendar and (as pertains to her deposition), my client’s calendar. Presumably, coordination with Ms. Sjoberg’s counsel also makes sense per Rule 45(d)(1). -Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this 7

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 9 of 26 transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. nded ay WOTK pr not t nay contain mformation if the reader of ihis dd inat any mmunication i atronic nformation + reader of this 1 in this IGS, is you have fion in age fr ubited anc ig or athe i d than dei me se manedds is electror your com

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 10 of 26 United States District Court Southern District Of New York Virginia L. Giuffre, Plaintiff, Vv 18-ev-)7433-RWS Ghislaine Maxwell, Defendant. AGREED PROTECTIVE ORDER Upon a showing of good cause in support of the entry af a proiective order lo protect nal the discovery and dissemination of confidential information, including sensitive p so. copa right ur trade secrets + -") Formatted: List Faraarapn, Indent | Space Before: 0 pt, Line spacing: Doubie, that this Order does not confer blanket protections of inden this Order shall be made sparingly. with

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 11 of 26 } TIS ORDERED: « i This Protective Order shall apply to all documents. materials, and information. including without limitation, documents produced. answers to interrogaturies. responses to requests for admission, deposition testimony, and other information disclosed pursuant to the disclosure or discovery duties created by the Federal Rules of Civil Procedure, | 2 As used in this Protective Order, “document” ts defined as provided in FED.R.CIV.P, 34€a). A drat or non-identical copy is a separate document within the meaning of this term. tos Information designated “CONFIDENTIAL” shall be information that is common hw and statutory privacy conlidential and impihsites-i i dteFesis- protections of (a) plainudl® Virginia Roberts Gtufire and (6) defendant on-party that was subject to sexual ahi yy ' Ghislaine Manwellor a 4. CONFIDENTIAL intormation shall not be disclaused or used for any purpose except the preparation and Grtal of this case and any. relited mauer, including vf to, Investivattons by law onlorcement. but not lini CONFIDENTIAL documents, materials, and’or information (collectively aT “CONFIDENTIAL INFORMATION’) shall not, without the consent of the party producing it or further Order of the Court, be disclosed eveegi iai such information may be disclosed to: a. adorneys actively working on this case:

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 12 of 26 b. persons regularly employed er associated with the atorneys activels working on this case whose assistance is required by said atlerneys in the preparation for Wial. at wial. or abother proceedings in this case: the parties: cG d. expert witnesses and consultants retained in connecuon with — this proceeding, to the extent such disclosure is necessary for preparation, trial or other proceedings in this case: e. the Court and its employees ("Court Personnel) in this case: | 1 _stenographic reporters who are engaged in proceedings necessarily incident | | fasts i | to the conduct of this action: ; ; i gy, deponents, witnesses. or potential witnesses: ari | | ho wans person Cj who authored or received the pardeuur Proteciod Materiik (2) i i fein a good Zitb basis to conclude that the indisidual bas arher received i . i 6. Prior to disclosing any CONFIDENTIAL INFORMATION ta any person fisted above (other than counsel, persons emplosed by counsel, Court Personnel and stenographic reporters), counsel shall provide such person with a copy ol this Protective Order and obtain fram such person a written acknowledgment stating thal he or she has real this Protective Order and 4

~ S. 9, Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 13 of 26 agrees to be bound by its provisions. All such acknowledgments shall be retained by counsel and shall be subject to a ceanivra review by the Court if good cause for review is demonstrated by opposing counsel, Documents are designated as CONFIDENTIAL by placing or affixing on them (ina manner that will not imerfere with their legibility) the folowing or other appropriate nolice: “CONFIDENTIAL. Discovery material designated CONFIDENTIAL shall be identified by Bates number. Vo the extent practical. the respective Jogend shall be placed near the Bates number. _Designation of a document as CONFIDIENTIAL INFORMATION | shall constitute a representation that such document has been reviewed by an attorney for the designating party, that there is a valid and goud faith basis for such designation, made at ine Ume of disclosure or production to the reeciving party, and that disclosure of such information to persons other than these permitted access 40 such material would cause a privacy harm to the designating party, Whenever a deposition involves the disclosure of CONPIDENTIAL INFORMATION, the deposidian or portions thereof shall be designated as CONFIDENTIAL and shail be subject to the provisions of this Protective Order. Such designation shall be made on the recurd during the deposition whenever possible, but a party may designate portions of depositions as CONTIDENTIAL after transcription, provided written notice of the

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 14 of 26 designavion is promptly given to ali counsel of record within thirty (30) days afier notice by Ue court reporter of the completion of the transcript. and until the expiration of such thirty (30) days after notice by the court reporter of the completion of the transcript, no party or counsel for any such party may share the contents of the deposition outside the limitations of this Protective Order, 10. Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this mater, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Edectronic Case Filing Ruies & Instructions tor the Southern Distriet of New York, AW patiy-—niat—hjeet othe designaties-—of—particular--CONEIDENHA BMEOR MEAT LO Neoba- gi Vig Ae FH Ie ative othe pate dusigiiting —the—disptited mide he-parties-eaiiat-resalve-the-obpect nt a UH dete GhG p-busiivsseddaseatiotd he dani the -parh—designating the Lite the-netiee-is-reveledeii--shuli-be- the: abt ishon pation as COMDIAL to-fle-an-appre a daierm ine hether-the-dispiied—iHormiation- shold -be--subject-tadhe-teris-of-ahis Pretvetive- Order steht -a-motionis-tiiels—-ted:—-tie_dispmed tH oemaiion-shali-be A AL-tnderthe-terais-o Fd his-Protedd be Gre an Hi he-Court- tubes Heuted-as-GONIH Ph: entender ithe-designadng-pars—falta-te Hle-such- a-nation ith ite -preseribed tine-dhe-disputed-inboomation-shalldoseits-designation-asCONEHDENFAL-and shall LAL iparccerd ace acide tis aorective (dered Hot-tiesed fee betreated as<CON EH UEN "Ab Hale ation requesting thatthe-Gouit -* Formatted: Ince: es i Formatted: Normal, Incent; Left: : bullets or numbering re oi

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 15 of 26 | eonnectian adil ametoilied- under dais provision -te-parti-designating-the daformation i ONDE AE shall -bear- tie -bardai-orestal Misting thal poud-vatise-eN ists dorihe i | dispitad-infarnationie-pe-treaiedas CONEE MEAde: Challenging Designations Of Protected Materint | . : ap arty shalf not be ob { i i j | i t, Font color: Black te Paras pe | Be | ans ur all such items. sciel counsel L pros ide the Producing | EER notice of, and. ur, such object then solve such obiections ain of the designation, Phe Designating Part. will cooperate. in ihe rela. Pending a resolution, obtaining a prompl hearing Wah pe st Ndaty ion shall cuatinue lo be treated ks Prote ial IN que Whitte

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 16 of 26 | t runder. phe | t ae Di alas properly ! i 12. At the conclusion of this case, unless other arrangements are agreed upon, each” i document and all copies thereof which have been designated as CONFIDENTIAL shall be returned to the party thar designated kh CONFIDENTIAL, or the parties i may elect to destroy CONEIDENTIAL documents. Where the parties agree to ! destroy CONFIDENTIAL documents, the destroving par shall provide all parties i | with an affidasit confirming the destruction, i O58 ging: | , List tab + Wot at OS | : may imoke the terms of this Order ty writin Pardes bs Di Ans. such Proietes Nfaterial prey 1 _.-| Formatted: Inden ft: 0.5", Tab stops: 1", } | List tab + Not at 6 | an evo a fo the desivmadon, tcludi j | | | bent efforts to rermeve all previously distr : copies Mom si ty

qficecet do. Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 17 of 26 or dischostury is Jaw fully gequl Produeing Party fo Hw eblivation of vonfidgntiatiiy ang not by du svidh the consent of the Producing Para and. il’ ting Party; (oe) pursuant to Order of the Court or OF for purposes of lay enforcement. 1S. This Protective Order shall have no force and effect on ihe use ef aay” CONFIDENTIAL INFORMATION at trial in ihis matter, a __ This Protective Order may be modified by the Court at ay time for good cause shown following notice to all partigs and an opportunity for them to be heare. ormatted: Font: 12 pt dent: Left: G8", Tao stops: 3", +! Formatted: in i Listtab+ 6 ey { Formatted: Left, Incect: Left: 0.5", Hanging: i 0.5", Outline nunbered + Level: 1 + i | Nurnbering Style: 1, 2, 3, .. + Start at: 16 + i | Alignment: Left + Aligned at: 0.5" + Tab after: | : 0.5" + Indentat: 0.5", Tab stops: 1") List tab:

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 18 of 26 BY THE COURT JONFTED STATES DISTRICT [LEDGE

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 19 of 26 United States District Court Southern District Of New York Virginia L. Giuffre, Plaintiff, v. 15-cv-07433-RWS Ghislaine Maxwell, Defendant. AGREED PROTECTIVE ORDER Upon a showing of good cause in support of the entry of a protective order to protect the discovery and dissemination of confidential information, including sensitive personal information relating to a victim of sexual abuse, copyright or trade secrets, commercially sensitive information, or proprietary information. I. Purposes And Limitations (a) The Parties acknowledge that this Order does not confer blanket protections on all disclosures during discovery. Designations under this Order shall be made sparingly, with care, and shall not be made absent a good faith belief that the designated material satisfies the criteria set forth herein. If it comes to a Designating Party’s attention that designated material does not qualify for protection at all, or does not qualify for the level of protection initially asserted, the Designating Party must promptly notify all other parties that it is withdrawing or changing the designation. IT IS ORDERED:

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 20 of 26 This Protective Order shall apply to all documents, materials, and information, including without limitation, documents produced, answers to interrogatories, responses to requests for admission, deposition testimony, and other information disclosed pursuant to the disclosure or discovery duties created by the Federal Rules of Civil Procedure. As used in this Protective Order, “document” is defined as provided in FED.R.CIV.P. 34(a). A draft or non-identical copy is a separate document within the meaning of this term. Information designated “CONFIDENTIAL” shall be information that is confidential and is covered by common law and statutory privacy protections of (a) plaintiff Virginia Roberts Giuffre and (b) defendant Ghislaine Maxwell or any non-party that was subject to sexual abuse. CONFIDENTIAL information shall not be disclosed or used for any purpose except the preparation and trial of this case and any related matter, including but not limited to, investigations by law enforcement. CONFIDENTIAL documents, materials, and/or information (collectively “CONFIDENTIAL INFORMATION”) shall not, without the consent of the party producing it or further Order of the Court, be disclosed except that such information may be disclosed to: a. attorneys actively working on this case; b. persons regularly employed or associated with the attorneys actively working on this case whose assistance is required by said attorneys in the preparation for trial, at trial, or at other proceedings in this case;

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 21 of 26 c. the parties; d. expert witnesses and consultants retained in connection with this proceeding, to the extent such disclosure is necessary for preparation, trial or other proceedings in this case; e. the Court and its employees (“Court Personnel”) in this case; f. stenographic reporters who are engaged in proceedings necessarily incident to the conduct of this action; g. deponents, witnesses, or potential witnesses; h. any person (1) who authored or received the particular Protected Material; (2) who has or had at any point in time access to the Protected Material outside of the context of this action; or (3) for which there is a good faith basis to conclude that the individual has earlier received or seen such Protected Material; and i. any other persons by written agreement of the parties or by Order of a Court of competent jurisdiction. Prior to disclosing any CONFIDENTIAL INFORMATION to any person listed above (other than counsel, persons employed by counsel, Court Personnel and stenographic reporters), counsel shall provide such person with a copy of this Protective Order and obtain from such person a written acknowledgment stating that he or she has read this Protective Order and agrees to be bound by its provisions. All such acknowledgments shall be retained by counsel and shall be subject to in camera review by the Court if good cause for review is demonstrated by opposing counsel.

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 22 of 26 Documents are designated as CONFIDENTIAL by placing or affixing on them (in a manner that will not interfere with their legibility) the following or other appropriate notice: “CONFIDENTIAL.” Discovery material designated CONFIDENTIAL shall be identified by Bates number. To the extent practical, the respective legend shall be placed near the Bates number. Designation of a document as CONFIDENTIAL INFORMATION shall constitute a representation that such document has been reviewed by an attorney for the designating party, that there is a valid and good faith basis for such designation, made at the time of disclosure or production to the receiving party, and that disclosure of such information to persons other than those permitted access to such material would cause a privacy harm to the designating party. Whenever a deposition involves the disclosure of CONFIDENTIAL INFORMATION, the deposition or portions thereof shall be designated as CONFIDENTIAL and shall be subject to the provisions of this Protective Order. Such designation shall be made on the record during the deposition whenever possible, but a party may designate portions of depositions as CONFIDENTIAL after transcription, provided written notice of the designation is promptly given to all counsel of record within thirty (30) days after notice by the court reporter of the completion of the transcript, and until the expiration of such thirty (30) days after notice by the court reporter of the

11. Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 23 of 26 EG, completion of the transcript, no party or counsel for any such party may share the contents of the deposition outside the limitations of this Protective Order. Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. Challenging Designations Of Protected Material (a) A Party shall not be obligated to challenge the propriety of any designation of Discovery Material under this Order at the time the designation is made, and a failure to do so shall not preclude a subsequent challenge thereto. Moreover, failure to challenge the designation of any Discovery Material as CONFIDENTIALshall not in any way constitute an admission that such material contains any competitively sensitive information, trade secret information, or other protectable material. (b) In the event that counsel for the Party receiving Protected Material objects to the CONFIDENTIAL designation of any or all such items, said counsel shall provide the Producing Party and, if different, the Designating Party written notice of, and the basis for, such objections. The Parties will use their best efforts to resolve such objections among themselves. Should the Receiving Party, the Producing Party and, if different, the Designating Party be unable to resolve the

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 24 of 26 IS. 14. objections, the Receiving Party may seek a hearing before this Court with respect to the propriety of the designation. The Designating Party will cooperate in obtaining a prompt hearing with respect thereto. Pending a resolution, the discovery material in question shall continue to be treated as Protected Material as provided hereunder. The burden of proving that Discovery Material is properly designated shall at all times remain with the Designating Party. At the conclusion of this case, unless other arrangements are agreed upon, each document and all copies thereof which have been designated as CONFIDENTIAL shall be returned to the party that designated it CONFIDENTIAL, or the parties may elect to destroy CONFIDENTIAL documents. Where the parties agree to destroy CONFIDENTIAL documents, the destroying party shall provide all parties with an affidavit confirming the destruction. With respect to any Discovery Material produced by such non-party, the non-party may invoke the terms of this Order in writing to all Parties by designating Discovery Material “CONFIDENTIAL”. Any such Protected Material produced by the non-party designated “CONFIDENTIAL.” shall be subject to the restrictions contained in this Order and shall only be disclosed or used in a manner consistent with this Order. In the event that any Producing Party inadvertently produces Discovery Material eligible for designation as CONFIDENTIAL without such designation, the Parties agree that the Producing Party may retroactively apply the correct designation. Ifa

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 25 of 26 Producing Party makes a subsequent designation, the Receiving Party will treat the Protected Material according to the retroactive designation, including undertaking best efforts to retrieve all previously distributed copies from any recipients now ineligible to access the Protected Material. Limitations. Nothing in this Order shall restrict in any way the use or disclosure of Protected Material by a Receiving Party (a) that is or has become publicly known through no fault of the Receiving Party; (b) that is lawfully acquired by or known to the Receiving Party independent of the Producing Party; (c) that was previously produced, disclosed, and/or provided by the Producing Party to the Receiving Party or a non-party without an obligation of confidentiality and not by inadvertence or mistake; (d) with the consent of the Producing Party and, if different, the Designating Party; (e) pursuant to Order of the Court; or (f) for purposes of law enforcement.15. This Protective Order shall have no force and effect on the use of any CONFIDENTIAL INFORMATION at trial in this matter. This Protective Order may be modified by the Court at any time for good cause shown following notice to all parties and an opportunity for them to be heard.

Case 1:15-cv-07433-RWS Document 41-4 Filed 03/04/16 Page 26 of 26 BY THE COURT UNITED STATES DISTRICT JUDGE

Case _1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 1 of 18 EXHIBIT 5

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 2 of 18 United States District Court Southern District Of New York Virginia L. Giuffre, Plaintiff, v. 15-cv-07433-RWS Ghislaine Maxwell, Defendant. [PROPOSED] PROTECTIVE ORDER Upon a showing of good cause in support of the entry of a protective order to protect the discovery and dissemination of confidential information, including sensitive personal information relating to a victim of sexual abuse, copyright or trade secrets, commercially sensitive information, or proprietary information. orinformation-which-will improperly annoy, Purposes And Limitations < Formatted: List Paragraph, Indent: First line: | 0", Space Before: 0 pt, Line spacing: Double ‘The Parties acknowledge that this Order does not confer blanket protections onall =| + _ Formatted: Font: 12 pt, Font color: Black Formatted: Indent: First line: 0.5", Space Before: 0 pt, Line spacing: Double disclosures during discovery. Designations under this Order shall be made sparingly, with care, and shall not be made absent a good faith belief that the designated material satisfies the criteria set forth herein. If it comes to a Designating Party’s attention that designated material does not qualify for protection at all, or does not qualify for the level of protection initially asserted, the Designating Party must promptly notify all other parties that it is withdrawing or changing the designation.

IT IS ORDERED: iF This Protective Order shall apply to all documents, materials, and information, including without limitation, documents produced, answers to interrogatories, responses to requests for admission, deposition testimony, and other information disclosed pursuant to the disclosure or discovery duties created by the Federal Rules of Civil Procedure. As used in this Protective Order, “document” is defined as provided in FED.R.CIV.P. 34(a). A draft or non-identical copy is a separate document within the meaning of this term. Information designated “CONFIDENTIAL” shall be information that is confidential and impleates-is covered by common law and statutory privacy taterests_protections of (a) plaintiff Virginia Roberts Giuffre and (b) defendant Ghislaine Maxwell_or (c) any non-party that was subject to sexual abuse. CONFIDENTIAL information shall not be disclosed or used for any purpose except the preparation and trial of this case_and any related matter, including but not limited to, investigations by law enforcement. CONFIDENTIAL documents, materials, and/or information (collectively “CONFIDENTIAL INFORMATION”) shall not, without the consent of the party producing it or further Order of the Court, be disclosed except that such information may be disclosed to: a. attorneys actively working on this case; Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 3 of 18 Formatted: Indent: First line: 0.5", Space Before: 0 pt, Line spacing: Double

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 4 of 18 b. persons regularly employed or associated with the attorneys actively working on this case whose assistance is required by said attorneys in the preparation for trial, at trial, or at other proceedings in this case; c. the parties; d. expert witnesses and consultants retained in connection with this proceeding, to the extent such disclosure is necessary for preparation, trial or other proceedings in this case; e. the Court and its employees (“Court Personnel”) in this case; az] f.__stenographic reporters who are engaged in proceedings necessarily incident to the conduct of this action; g. deponents, witnesses, or potential witnesses; and h._any person (1) who authored or received the particular Protected Material; (2) who has or had at any point in time access to the Protected Material outside of the context of this action; or (3) for which there is a good faith basis to conclude that the individual has earlier received or seen such Protected Material; and hi. any other persons by written agreement of the parties or by Order of a Court "Formatted: Font: 12 pt of competent jurisdiction. Prior to disclosing any CONFIDENTIAL INFORMATION to any person listed above (other than counsel, persons employed by counsel, Court Personnel and stenographic reporters), counsel shall provide such person with a copy of this Protective Order and obtain from such person a written acknowledgment stating that he or she has read this Protective Order and

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 5 of 18 agrees to be bound by its provisions. All such acknowledgments shall be retained by counsel and shall be subject to in camera review by the Court if good cause for review is demonstrated by opposing counsel. Documents are designated as CONFIDENTIAL by placing or affixing on them (in a manner that will not interfere with their legibility) the following or other appropriate notice: “CONFIDENTIAL.” Discovery material designated CONFIDENTIAL shall be identified by Bates number. To the extent practical, the respective legend shall be placed near the Bates number. Designation of a document as CONFIDENTIAL INFORMATION shall constitute a representation that such document has been reviewed by an attorney for the designating party, that there is a valid and good faith basis for such designation, made at the time of disclosure or production to the receiving party, and that disclosure of such information to persons other than those permitted access to such material would cause a privacy harm to the designating party. Whenever a deposition involves the disclosure of CONFIDENTIAL INFORMATION, the deposition or portions thereof shall be designated as CONFIDENTIAL and shall be subject to the provisions of this Protective Order. Such designation shall be made on the record during the deposition whenever possible, but a party may designate portions of depositions as CONFIDENTIAL after transcription, provided written notice of the

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 6 of 18 designation is promptly given to all counsel of record within thirty (30) days after notice by the court reporter of the completion of the transcript, and until the expiration of such thirty (30) days after notice by the court reporter of the completion of the transcript, no party or counsel for any such party may share the contents of the deposition outside the limitations of this Protective Order. Formatted: Indent: Left: 0.5", Tab stops: 1", 10. Whenever a party seeks to file any document or material containing ~ Pe TaN CU ataO SaumUCos CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. Formatted: Normal, Indent: Left: 0.5", No A—party—may—object_to—_the—desianation of —particulas CONFIDENTIAL bullets or numbering INFORMATION by giving written notice tothe party_designating the disputed time—the—netice_is_received_it shall_be the obligation_of the party_designating the ( Formatted: Font: 12 pt deresaipe betes ie—issuted tosses shectid bese bieet te Hie eps ot this Protective Order. If such a motion is timely filed, the disputed information shall be sreateches COS IDOLS LA ederthetespeset the Protective Orleans theories: ee hoebon Hoel tee hy phd Bie a A HE he SB BET

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 7 of 18 a -COSM/ 1 D EEL sal bese the-boece olestibtishtee Ha ee ets eit tee te ll Challenging Designations Of Protected Material Sa LSS SLL Le LS LL Lee LE Le ee eee ce, a cee eee ee oe ee ee Formatted: Font: 12 pt, Bold, Underline, Font color: Black Formatted: Font: 12 pt, Font color: Black failure to do so shall not preclude a subsequent challenge thereto. Moreover, failure to challenge the designation of any dDiscovery mMaterial as Barge eee 2 ee ea CONFIDENTIAL or HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY shall not in any way constitute an admission that such material contains any competitively sensitive information, trade secret information, or other protectable material. kR (b) Inthe event that counsel for the Party receiving HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY designation of any or all such items, said counsel shall provide the Producing Party and, if different, the Designating Party written notice of, and the basis for, such objections. The Parties will use their best efforts to resolve such objections among themselves. Should the Receiving Party, the Producing Party and, if different, the Designating Party be unable to resolve the objections, the Receiving Party may seek a hearing before this Court with respect to the propriety of the designation. The ( Formatted: Normal, No bullets or numbering _ Formatted: Font: 12 pt 0.5", No bullets or numbering, Tab stops: 1", ( Formatted: Font: 12 pt | Formatted: Font: 12 pt | Formatted: Font: 12 pt Formatted: Indent: Left: 0.5", Hanging: | } ( Formatted: Font: 12 pt { Formatted: Font: 12 pt, Font color: Black | ( Formatted: Font: 12 pt, Font color: Black }

12, 13: Designating Party will cooperate in obtaining a prompt hearing with respect thereto. Pending a resolution, the discovery material in question shall continue to times remain with the Designating Party. At the conclusion of this case, unless other arrangements are agreed upon, each’ a document and all copies thereof which have been designated as CONFIDENTIAL shall be returned to the party that designated it CONFIDENTIAL, or the parties may elect to destroy CONFIDENTIAL documents. Where the parties agree to destroy CONFIDENTIAL documents, the destroying party shall provide all parties with an affidavit confirming the destruction. With respect to any dDiscovery mMaterial produced by such non-party, the non-~ 14. party may invoke the terms of this Order in writing to all Parties by designating dBiscovery_mMaterial “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY”. Any such pProtected mMaterial produced by the non-party designated “CONFIDENTIAL” or ““HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY” shall be subject to the restrictions contained in this Order and shall only be disclosed or used in a manner consistent with this Order. In_the event that any Producing Party inadvertently produces dDiscovery mMaterial eligible for designation as CONFIDENTIAL or HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY without such designation, the Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 8 of 18 | Formatted: Font: 12 pt, Font color: Black ( Formatted: Font: 12 pt, Font color: Black | Formatted: Font: 12 pt, Font color: Black _ Formatted: Font: 12 pt Formatted: Indent: Left: 0.5", Tab stops: 1", List tab + Not at 0.5" Formatted: Indent: Left: 0.5", Hanging: 0.5", Tab stops: 1", List tab + Not at 0.5" Formatted: Indent: Left: 0.5", Tab stops: 1", List tab + Not at 0.5"

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Parties agree that the Producing Party may retroactively apply the correct designation. If a Producing Party makes a subsequent designation, the Receiving Party will treat the Protected Material according to the retroactive designation, including undertaking best efforts to retrieve all previously distributed copies from any recipients now ineligible to access the Protected Material. (a) that is or has become publicly known through no fault of the Receiving Party; (b) that is lawfully acquired by or known to the Receiving Party independent of the Producing Party; (c) that was previously produced, disclosed, and/or provided by the Producing Party to the Receiving Party or a non-party without an obligation of confidentiality and not by inadvertence or mistake; (d) with the consent of the Producing Party and, if different, the Designating Party: (e) pursuant to Order of the Court; or (f) for purposes of law enforcement. CONFIDENTIAL INFORMATION at trial in this matter. 4417. This Protective Order may be modified by the Court at any time for good cause shown following notice to all parties and an opportunity for them to be heard. Page 9 of 18 | Formatted: Font: 12 pt } Formatted: Indent: Left: 0.5", Hanging: 0.5", No bullets or numbering, Tab stops: 1", | Formatted: Font: 12 pt J Formatted: Indent: Left: 0.5", Tab stops: 1", List tab + 6.25", Right + Not at 0.5" ( Formatted: Font: 12 pt Formatted: Left, Indent: Left: 0", Hanging: | Formatted: Font: Font color: Auto } 1", No bullets or numbering |

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 10 of 18 BY THE COURT Formatted: Font: 12 pt

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 11 of 18 United States District Court Southern District Of New York Virginia L. Giuffre, Plaintiff, V. 15-cv-07433-RWS Ghislaine Maxwell, Defendant. [PROPOSED] PROTECTIVE ORDER Upon a showing of good cause in support of the entry of a protective order to protect the discovery and dissemination of confidential information, including sensitive personal information relating to a victim of sexual abuse, copyright or trade secrets, commercially sensitive information, or proprietary information. Purposes And Limitations The Parties acknowledge that this Order does not confer blanket protections on all disclosures during discovery. Designations under this Order shall be made sparingly, with care, and shall not be made absent a good faith belief that the designated material satisfies the criteria set forth herein. If it comes to a Designating Party’s attention that designated material does not qualify for protection at all, or does not qualify for the level of protection initially asserted, the Designating Party must promptly notify all other parties that it is withdrawing or changing the designation.

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 12 of 18 IT IS ORDERED: 1. This Protective Order shall apply to all documents, materials, and information, including without limitation, documents produced, answers to interrogatories, responses to requests for admission, deposition testimony, and other information disclosed pursuant to the disclosure or discovery duties created by the Federal Rules of Civil Procedure. As used in this Protective Order, “document” is defined as provided in FED.R.CIV.P. 34(a). A draft or non-identical copy is a separate document within the meaning of this term. Information designated “CONFIDENTIAL” shall be information that is confidential and is covered by common law and statutory privacy protections of (a) plaintiff Virginia Roberts Giuffre and (b) defendant Ghislaine Maxwell or (c) any non-party that was subject to sexual abuse. CONFIDENTIAL information shall not be disclosed or used for any purpose except the preparation and trial of this case and any related matter, including but not limited to, investigations by law enforcement. CONFIDENTIAL documents, materials, and/or information (collectively “CONFIDENTIAL INFORMATION’) shall not, without the consent of the party producing it or further Order of the Court, be disclosed except that such information may be disclosed to: a. attorneys actively working on this case;

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 13 of 18 b. persons regularly employed or associated with the attorneys actively working on this case whose assistance is required by said attorneys in the preparation for trial, at trial, or at other proceedings in this case; c. the parties; d. expert witnesses and consultants retained in connection with this proceeding, to the extent such disclosure is necessary for preparation, trial or other proceedings in this case; e. the Court and its employees (“Court Personnel’’) in this case; f. stenographic reporters who are engaged in proceedings necessarily incident to the conduct of this action; g. deponents, witnesses, or potential witnesses; h. any person (1) who authored or received the particular Protected Material; (2) who has or had at any point in time access to the Protected Material outside of the context of this action; or (3) for which there is a good faith basis to conclude that the individual has earlier received or seen such Protected Material; and i. any other persons by written agreement of the parties or by Order of a Court of competent jurisdiction. 6. Prior to disclosing any CONFIDENTIAL INFORMATION to any person listed above (other than counsel, persons employed by counsel, Court Personnel and stenographic reporters), counsel shall provide such person with a copy of this Protective Order and obtain from such person a written acknowledgment stating that he or she has read this Protective Order and

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 14 of 18 agrees to be bound by its provisions. All such acknowledgments shall be retained by counsel and shall be subject to in camera review by the Court if good cause for review is demonstrated by opposing counsel. Ts Documents are designated as CONFIDENTIAL by placing or affixing on them (in a manner that will not interfere with their legibility) the following or other appropriate notice: “CONFIDENTIAL.” Discovery material designated CONFIDENTIAL shall be identified by Bates number. To the extent practical, the respective legend shall be placed near the Bates number. 8. Designation of a document as CONFIDENTIAL INFORMATION shall constitute a representation that such document has been reviewed by an attorney for the designating party, that there is a valid and good faith basis for such designation, made at the time of disclosure or production to the receiving party, and that disclosure of such information to persons other than those permitted access to such material would cause a privacy harm to the designating party. 9. Whenever a deposition involves the disclosure of CONFIDENTIAL INFORMATION, the deposition or portions thereof shall be designated as CONFIDENTIAL and shall be subject to the provisions of this Protective Order. Such designation shall be made on the record during the deposition whenever possible, but a party may designate portions of depositions as CONFIDENTIAL after transcription, provided written notice of the

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 15 of 18 10. Ti designation is promptly given to all counsel of record within thirty (30) days after notice by the court reporter of the completion of the transcript, and until the expiration of such thirty (30) days after notice by the court reporter of the completion of the transcript, no party or counsel for any such party may share the contents of the deposition outside the limitations of this Protective Order. Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. Challenging Designations Of Protected Material (a) A Party shall not be obligated to challenge the propriety of any designation of discovery material under this Order at the time the designation is made, and a failure to do so shall not preclude a subsequent challenge thereto. Moreover, failure to challenge the designation of any discovery material as CONFIDENTIAL or HIGHLY CONFIDENTIAL—ATTORNEYS’ EYES ONLY shall not in any way constitute an admission that such material contains any competitively sensitive information, trade secret information, or other protectable material. (b) In the event that counsel for the Party receiving CONFIDENTIAL Material objects to the CONFIDENTIAL or HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY designation of any or all such items, said

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 16 of 18 12. 13. counsel shall provide the Producing Party and, if different, the Designating Party written notice of, and the basis for, such objections. The Parties will use their best efforts to resolve such objections among themselves. Should the Receiving Party, the Producing Party and, if different, the Designating Party be unable to resolve the objections, the Receiving Party may seek a hearing before this Court with respect to the propriety of the designation. The Designating Party will cooperate in obtaining a prompt hearing with respect thereto. Pending a resolution, the discovery material in question shall continue to be treated as CONFIDENTIAL as provided hereunder. The burden of proving that discovery material is properly designated shall at all times remain with the Designating Party. At the conclusion of this case, unless other arrangements are agreed upon, each document and all copies thereof which have been designated as CONFIDENTIAL shall be returned to the party that designated it CONFIDENTIAL, or the parties may elect to destroy CONFIDENTIAL documents. Where the parties agree to destroy CONFIDENTIAL documents, the destroying party shall provide all parties with an affidavit confirming the destruction. With respect to any discovery material produced by such non-party, the non-party may invoke the terms of this Order in writing to all Parties by designating discovery material “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY”. Any such protected material produced by the

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 17 of 18 14. 1D, non-party designated “CONFIDENTIAL” or ““HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY” shall be subject to the restrictions contained in this Order and shall only be disclosed or used in a manner consistent with this Order. In the event that any Producing Party inadvertently produces discovery material eligible for designation as CONFIDENTIAL or HIGHLY CONFIDENTIAL— ATTORNEYS’ EYES ONLY without such designation, the Parties agree that the Producing Party may retroactively apply the correct designation. If a Producing Party makes a subsequent designation, the Receiving Party will treat the Protected Material according to the retroactive designation, including undertaking best efforts to retrieve all previously distributed copies from any recipients now ineligible to access the Protected Material. Limitations. Nothing in this Order shall restrict in any way the use or disclosure of CONFIDENTIAL material by a Receiving Party (a) that is or has become publicly known through no fault of the Receiving Party; (b) that is lawfully acquired by or known to the Receiving Party independent of the Producing Party; (c) that was previously produced, disclosed, and/or provided by the Producing Party to the Receiving Party or a non-party without an obligation of confidentiality and not by inadvertence or mistake; (d) with the consent of the Producing Party and, if different, the Designating Party; (e) pursuant to Order of the Court; or (f) for purposes of law enforcement.

Case 1:15-cv-07433-RWS Document 41-5 Filed 03/04/16 Page 18 of 18 16. This Protective Order shall have no force and effect on the use of any CONFIDENTIAL INFORMATION at trial in this matter. 17; This Protective Order may be modified by the Court at any time for good cause shown following notice to all parties and an opportunity for them to be heard. BY THE COURT UNITED STATES DISTRICT JUDGE

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Sih aoe he Ed oe xX VIRGINIA L. GIUFFRE, : Plaintiff, : GHISLAINE MAXWELL, : ee Defendant. : bteuslae cect seni bestten dest ienilaus ten cons laa! X DEFENDANT’S COMBINED MEMORANDUM OF LAW IN OPPOSITION TO PLAINTIFF’S MOTIONS TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE AND SUBJECT TO IMPROPER OBJECTIONS Laura A. Menninger HADDON, MORGAN AND FOREMAN, P.C. East 10th Avenue Denver, CO 80203 303.831.7364

ARGUMENT I. PLAINTIFF FAILED TO COMPLY WITH HER REQUIREMENT TO CONFER IN GOOD FAITH PRIOR TO FILING MOTIONS TO COMPEL Rule 37(a)(1) of the Federal Rules of Civil Procedure mandates that a motion to compel “must include a certification that the movant has in good faith conferred or attempted to confer with the person or party failing to make disclosure or discovery in an effort to obtain it without court action.” (emphasis added) Notwithstanding this Rule, Plaintiff filed two Motions to Compel (Doc. #s 33 and 35), neither of which includes the required certification. More importantly, Plaintiff, in direct contradiction to both the letter and spirit of Rule 37, did not make any effort to confer with Ms. Maxwell’s counsel regarding any of the issues presented in her Motions to Compel. This significant deficiency alone warrants the denial of both Motions. Auto. Club of New York, Inc. v. Port Auth. Of New York & New Jersey, No. 11 CIV. 6746 RKE HBP, 2012 WL 4791804, at *6 (S.D.N.Y. Oct. 9, 2012) (failure to make any attempts to resolve any specific discovery disputes “alone is a sufficient ground for denying the motion [to compel]’’); Prescient Partners, L.P. v. Fieldcrest Cannon, Inc. 96-CV-7590 (DAB)(JCF), 1998 WL 67672, at *3 (S.D.N.Y. Feb. 18, 1998) (“Ordinarily...a motion to compel must be denied where the parties have failed to meet and confer.”); Dorchester Fin. Holdings Corp. v. Banco BRJ, S.A., No. 11-CV-1529 KMW KNF, 2014 WL 3747167, at *5 (S.D.N.Y. July 28, 2014) (same).' The purpose of Rule 37(a)(1) is to encourage the parties to informally resolve discovery disputes in an effort to avoid the unnecessary time and expense of motion , Indeed, during the time period in which Plaintiff was drafting her voluminous Motions to Compel, Ms. Maxwell’s counsel was busy conferring with Plaintiff's counsel on a number of different discovery disputes, including location of depositions, timing of depositions, a protective order, and Plaintiff's responses to interrogatories. See generally Plaintiff's Letter Motion of February 26, 2016, Attachments (filed in contravention of this Court’s Individual Practices 1(A), “Copies of correspondence between counsel shall not be sent to this Court.”). The product of those conferrals was resolution of many of the parties’ issues. 1

practice and formal court hearings. See Notes of Advisory Committee on Rules—1993 Amendment. Here, had Plaintiff conferred with Ms. Maxwell prior to filing her motions to compel, several issues could have been resolved without Court intervention. While this list is by no means exhaustive, Ms. Maxwell highlights the following disputed areas that likely could be resolved by a conferral among counsel: First, Plaintiff argues that the Ms. Maxwell’s privilege log is inadequate, in part because she does not assert “that individuals such as Brett Jaffe, Philip Barden, or Martin Weinberg represent her, or that any attorney-client relationship exists between them.” (Mot. Compel Priv. at 13). Certainly, court intervention is unnecessary to resolve the question of whether a certain attorney represented Ms. Maxwell at the time claimed in a privilege log entry. Local Civil Rule 26.2 requires that for written communications, a privilege log should include the author of the document, the addressees of the document, and any other recipients and “where not apparent, the relationship of the author, addressees and recipients to each other.” Neither the Local Rules nor the Federal Rules require a privilege log to include explanation or proof that an attorney-client relationship existed between an author and recipient of an email. In her log, Ms. Maxwell included the names of the parties to the communication and described the relationship of the parties. For example, in an entry for an email dated January 10, 2015, between Ms. Maxwell and Philip Barden, Esq., Ms. Maxwell described the relationship of the parties as “attorney/client.” If Plaintiff needed further clarification regarding that relationship, she could have, and should have, conferred with Ms. Maxwell.” Second, Plaintiff takes issue with Ms. Maxwell’s objection to Plaintiff's asserted “Relevant Time Period” of 1999 to the present. (Mot. Compel Imp. Obj. at 4-8). On this issue, while the parties’ respective definitions of the Relevant Time Period are currently far apart, it is likely that the parties would be able to reach a compromised limitation for 2 Perhaps Plaintiff needs reminding that she has in her possession, and indeed has filed with this Court, documents reflecting Mr. Jaffe, Mr. Barden and Mr. Cohen’s representations of Ms. Maxwell in the course of litigation and other proceedings associated with Plaintiff's allegations. A conferral on this point alone will save the parties’ expense in needlessly gathering affidavits from various attorneys and will save the Court’s time. 2

many of Plaintiff's requests. Such a compromise would either eliminate the need for court intervention entirely or at the very least, drastically minimize the scope of any potential motion to compel. For example, Plaintiff's Request No. 22 asks for “All documents relating to calendars, schedules or appointments for you from 1999 — present.” The overbreadth of this request is obvious. And while this Request may technically yield relevant documents, the Request could also yield such a large volume of unrelated documents that the balance of the production would not be “proportional to the needs of the case.” Fed. R. Civ. P. 26(b)(1). Third, the majority of Plaintiffs requests are presumptively overbroad. Plaintiff routinely uses the phrases “all documents relating to” or “relating to” as part of her requests for production of documents. See, e.g., Requests Nos. 1, 3, 6,7, 8, 10, 11, 17, 22, 23, 24, 32 and 33. Where the phrase “relating to” is not employed, Plaintiff uses equally obtuse synonyms such as “reflecting” (Requests Nos. 34, 37) or “associated with.” (Request No. 21). “Relate” is a broad term. See, e.g., WEBSTER’S NEW WORLD DICTIONARY 1198 (2d Coll. Ed. 1986) (defining “relate” to mean, inter alia, “to connect or associate, as in thought or meaning; show as having to do with,” “to have some connection or relation (to),” and “to have reference (to)”). Courts have condemned the use of “related to” as overbroad and have refused to compel a responding party to answer discovery requests using the term. See, e.g., Meeker v. Life Care Ctrs. of Am., No. 14-CV-02101-WYDNYW, 2015 WL 4400533, at *4 (D. Colo. July 20, 2015) (denying motion to compel response to interrogatory that required identification of all documents that “relate to” drills or safety security training exercises “over a decade long span,” and holding that interrogatory was “facially overbroad, and potentially sweep[s] in incidents that are not proximate in location, time, and may not even be remotely of the “same type’’); Avante Int’l Tech., Inc. v. Hart Intercivic, Inc., No. CIV. 07-169-DRH, 2008 WL 2074093, at *3 (S.D. Ill. May 14, 2008) (“the court finds that the request to identify ‘all documents that refer or relate to each such person's contribution’ to be overbroad and unduly burdensome, and sustains the objection to that part of the interrogatory”); In re Urethane 2

Antitrust Litig., No. 04-MD-1616-JWL-DJW, 2008 WL 110896, at *1 (D. Kan. Jan. 8, 2008) (holding that a discovery request is overly broad and unduly burdensome on its face if it uses an “omnibus term” such as “relating to,” because “such broad language ‘make[s] arduous the task of deciding which of numerous documents may conceivably fall within its scope’”’); Roda Drilling Co. v. Siegal, No. 07-CV-400-GFK-FHM, 2008 WL 2234652, at *2 (N.D. Okla. May 29, 2008) (finding that “many of the parties’ requests for production of documents are overbroad, as they request ‘all documents' relating to or concerning a subject”), reconsideration denied in part, 2008 WL 3892067 (N.D. Okla. Aug. 14, 2008); Cotracom Commodity Trading Co. v. Seaboard Corp., 189 F.R.D. 655, 665 (D. Kan. 1999) (holding that challenged discovery request was facially 999 overbroad due to its use of the “omnibus phrase ‘relating to’”’); Parsons v. Jefferson-Pilot Corp., 141 F.R.D. 408, 412 (M.D.N.C. 1992) (“[b]road and undirected requests for all documents which relate in any way to the complaint are regularly stricken as too ambiguous’’). And, Plaintiff has expanded the dictionary definition of “relate” in her definition section to make any attempt at deciding what documents might fall within the requests impossible. Respectfully, this is an issue that should be discussed by professional counsel to attempt to craft a meaningful request, if possible. Here, no attempt has been made by Plaintiff to do so. In light of the many areas in which a compromise could be reached between the parties, Plaintiff cannot claim her attempt to confer with Ms. Maxwell’s counsel would have been futile. C.f, Alexander Interactive, Inc. v. Adorama, Inc., No. 12 CIV. 6680 PKC JCF, 2013 WL 6283511, at * 3 (S.D.N.Y. Dec. 4, 2013) (recognizing that the merits of a discovery motion may be addressed despite a failure to confer where the papers submitted by the parties “‘indicate[d] that both sides have dug in-indeed... Ordering the parties to meet and confer is unlikely to resolve these disputes.”). Similarly, because this case is in its relatively early stages (Ms. Maxwell has yet to answer the Complaint) there are no temporal exigencies that would require immediate action. C.f: In re NASDAQ 4

Market-Makers Antitrust Litig., No. 94 Civ. 3996 (RWS), 1996 WL 187409, at * (S.D.N.Y. April 18, 1996) (J. Sweet) (finding the failure to meet and confer was mitigated by “the imminence of the deadlines for filing of papers relating to the class certification motion...”’). I. PLAINTIFF’S COMPLAINT THAT MS. MAXWELL DID NOT “SUBMIT EVIDENCE” TO SUPPORT HER CLAIMS OF PRIVILEGE IS PREMATURE In support of her Motion to Compel Documents Subject to Improper Claim of Privilege, Plaintiff argues that Ms. Maxwell failed to satisfy her burden of establishing privilege because she did not submit “competent evidence, usually through affidavits, deposition testimony, or other admissible evidence.” Mot. Compel Priv. at 3. This argument is premature. The established practice in this Court is for the party to challenge an assertion of privilege, after which the burden shifts to the withholding party to come forward with evidence establishing the elements of the applicable privilege or protection. See Veleron Holding, B.V. v. BNP Paribas SA,No. 12-CV-5966 CM RLE, 2014 WL 4184806, at *2 (S.D.N.Y. Aug. 22, 2014) (“Once an assertion of privilege is challenged, the withholding party must ‘submit evidence...establishing only the challenged elements of the applicable privilege or protection, with the ultimate burden of proof resting with the party asserting the privilege or protection.’”) (quoting A.I.A. Holdings, S.A. v. Lehman Bros. Inc., 97CV-4978 (LMM), 2002 WL 31385824, at *6 (S.D.N.Y. Oct. 21, 2002)). Indeed, the conferral process is exactly when the burden would shift to the withholding party. Thus, the Motion to Compel should be denied as premature and Ms. Maxwell should be afforded an opportunity to meet her burden. For the foregoing reasons, Ms. Maxwell respectfully requests that the Court deny Plaintiff’s Motions to Compel and order the parties to meet and confer in good faith, as required under Rule 26(a)(1). Ms. Maxwell also respectfully requests permission to refile her response to Plaintiffs Motions in the event the conferral is unsuccessful. Dated: March 4, 2016

Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. East 10th Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger@hmflaw.com Attorneys for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on March 4, 2016, I electronically filed this DEFENDANT’S COMBINED MEMORANDUM OF LAW IN OPPOSITION TO PLAINTIFF’S MOTIONS TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE AND SUBJECT TO IMPROPER OBJECTIONS with the Clerk of Court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley Boies, Schiller & Flexner, LLP East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com /s/Nicole Simmons

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF, VIRGINIA GIUFFRE’S CONSOLIDATED REPLY IN SUPPORT OF MOTIONS TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS AND IMPROPER CLAIM OF PRIVILEGE BOIES, SCHILLER & FLEXNER LLP David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

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TABLE OF CONTENTS Page AAI) Fe PaO LIES elie Searcrsasledets aa aia Nels le lee Cente ta ales aust codex ate Sa eae Wa dea oat Meenas il 1. PRELIMINARY: SEAT EAMETS De jciestsnaescbeaieseaiudad gee chnsuyleaensiaagasegue aechdyvanachiaesaeonseaeeee opeceeedaraees 1 H... ARGUMENT size ciccsee di satieraeapee evicns Gata edna Aaa estat Aaa ead nd eo ed Ao nena de 2 1. Conference Is Futile When A Party Is Stonewalling Discovery. ...........:ccccssceeteeeteeees 2 2. This Court Should Reject Defendant’s Improper Objections.............cceceesseeeteeeeeeeees 5 3. This Court Should Grant Plaintiff's Motion To Compel The Production Of Documents Subject To Improper Claim Of Privilege. ...........c eee 8 COIN CSO aca seas cea acc Aa aa a UN a ee eae Oat a 10

TABLE OF AUTHORITIES Page Cases Aqua Products, Inc. v. Aquaquality Pool & Spa, Inc., No. CV-05-2538 (DRH) (ARL), 2006 WL 2884913 (E.D.N.Y. Oct. 10, 2006)........ eects 5 Egiazaryan v. Zalmayev, 290 F RDiAZ1 (SDNY Yc 2013) ccascis sisecetdeartecteeitetauetartctanideteriyariactercsetattaatecaunte au asniantnadewen 9 Gibbons v. Smith, No. 01 CIV. 1224 (LAP), 2010 WL 582354 (S.D.N.Y. Feb. 11, 2010) oo. eceeseeteereeteenees 2 Graham v. Ortiz, No. 07-CV-1690 (JG)(LB), 2009 WL 4016055 (E.D.N.Y. Nov. 18, 2009) occ eeeeeeeeeeeeeeee 5 Metrokane, Inc. v. Built NY, Inc., No. 06-CIV-14447 (LAK-MHD), 2008 WL 4185865 (S.D.N.Y. Sept. 3, 2008)... eee Z Ottoson v. SMBC Leasing and Finance, Inc. 2015 WL4597542.(S.D.N_Y : July 30, 2015) scsi scevsscovivestssncesesinevvkelodcbekcars Aavetiauie atv onvands Gebevenss | Rock Salt Co., LLC v. Norfolk S. Corp., 228 FORD 42 Oi WADING 2 DOOM) foc ccacns cca ty eceathgeeas oe ttnasan tacateae ecneanigen eee nassau aie acest 8 Safeco Ins. Co. of America v. M.E.S., Inc., No. 09-CV-3312, 2013 WL 1680684 (E.D.N.Y. Apr. 17, 2013)... ccesccsessceceesceeeeeeeseeneeeenees 3 Stinson v. City of New York, No. 10 Civ. 4228(RWS), 2015 WL 4610422 (S.D.N.Y. July 23, 2015) oe eeeeeeeeee Dy Time Inc. v. Simpson, No. 02 Civ. 4917, 2002 WL 31844914 (S.D.N.Y. Dec. 18, 2002) oo... eeeceeeceseeeceteeeeteeneeees 355 Veleron Holding, B.V. v. BNP Paribas SA, No. 12-CV-5966 CM RLE, 2014 WL 4184806 (S.D.N.Y. Aug. 22, 2014)... eeeeeteereeteenees 3 Statutes Fed BR CIP 2 rss geo sang av en Se dee ce aresiac a ees ag aaa AR nates dea lnaa aT ae Raddy haan eS 1,9

Plaintiff Virginia L. Giuffre, by and through undersigned counsel, respectfully submits this Consolidated Reply in Support of her Motion to Compel the Production of Documents Subject to Improper Claim of Privilege and Motion to Compel the Production of Documents Subject to Improper Objections. For the reasons set forth below, this Court should grant Plaintiff's Motions in their entirety. I. PRELIMINARY STATEMENT It took an Order from this Court to force the Defendant to participate in and begin the discovery process. From the moment this case began, it appears that the Defendant’s goal has been obstruction and delay, with the apparent aim of avoiding discovery altogether. The Defendant’s opposition brief is the perfect example of this ongoing tactic, because rather than address the merits of her inadequate discovery responses, Defendant relies only on the misguided argument that Ms. Giuffre failed to satisfy a meet and confer obligation. As Ms. Giuffre demonstrates herein, no such requirement existed for these motions, as the Defendant’s persistence in avoiding discovery rendered futile any attempt to engage in a meet and confer process. From the outset of this litigation, the Defendant has consistently sought to avoid any participation in the discovery process. Indeed, Ms. Giuffre served her discovery requests in October — it is now March and the Defendant has only produced two (2) e-mails in response to Ms. Giuffre’s discovery requests. This conduct began with a motion to stay all discovery in the case, which this Court denied. Defendant also missed the deadline for filing her Rule 26 disclosures and then waited an additional three months before filing the Rule 26 disclosures.’ Additionally, when Ms. Giuffre’s counsel sought dates for Defendant’s deposition, Defendant’s counsel responded that her client would not sit for deposition unless Ms. Giuffre agreed to waive future rights in this case. See S. McCawley Decl. at Exhibit 1, Letter Brief to Judge Sweet ' Rule 26(a)(1)(a), Fed. R. Civ. P. requires that parties produce certain discovery without awaiting a discovery request.” (Emphasis added).

Regarding Defendant’s Refusal to Sit for a Deposition. To date, Defendant has still failed to agree to sit for her deposition which was noticed a second time for March 25, 2016. Now, in response to Ms. Giuffre’s requests for production, after requesting an additional extension of time to respond, the Defendant submitted wholesale, blanket objections that are facially improper, and moreover, Defendant unilaterally chose to eliminate over three-fourths of the time period of Ms. Giuffre’s requests. With these responses, Defendant served a facially overbroad and legally deficient privilege log, where, among other things, she repeatedly asserted attorney-client privilege over communications that did not even involve an attorney. This repeated pattern of avoidance of Defendant’s discovery obligations demonstrates the futility of any meet and confer. Defendant’s meet and confer arguments are particularly ironic where, after waiting four months to produce any discovery or her initial disclosures (then producing a mere two e-mails), her opposition brief does not offer a single example of any willingness to reconsider her improper, blanket objections. This Defendant appears to simply not want to participate in the discovery process, and her failure to respond substantively is another effort to delay and prejudice Ms. Giuffre’s ability to prosecute her case. Il. ARGUMENT 1. Conference Is Futile When A Party Is Stonewalling Discovery “[C]ourts have recognized that the meet-and-confer requirement is not a prerequisite to addressing the merits of a discovery motion and that it may be excused where the meet-and-confer would be futile.” Gibbons v. Smith, No. 01 CIV. 1224 (LAP), 2010 WL 582354, at *2 (S.D.N.Y. Feb. 11, 2010) (granting motion to compel). “[A] court may rule on a motion to compel even where the meet and confer requirement is entirely lacking.” Stinson v. City of New York, (Sweet, J.), No. 10 Civ. 4228(RWS), 2015 WL 4610422, at *5 (S.D.N.Y. July 23, 2015) (Internal citations omitted) (granting in part motion to compel documents). See also Metrokane, Inc. v. Built NY,

Inc., No. 066CIV14447LAKMHD, 2008 WL 4185865, at *3 (S.D.N.Y. Sept. 3, 2008) (granting in part motion for sanctions, finding that a met-and-confer session would have been futile); See also Time Inc. v. Simpson, No. 02 Civ. 4917, 2002 WL 31844914, at *2 (S.D.N.Y. Dec. 18, 2002) (holding that the moving party’s failure to satisfy meet and confer requirement does not warrant rejecting its motion). 7 Similarly, where claims of privilege are in dispute, courts have recognized that there is no “compromise” to be reached as to whether or not a document is privileged. See Veleron Holding, B.V. v. BNP Paribas SA, No. 12-CV-5966 CM RLE, 2014 WL 4184806, at *3 (S.D.N.Y. Aug. 22, 2014) (“The principle separating the Parties was not amenable to compromise: either the privilege applied or it did not.’’) (rejecting argument of failure to meet and confer). See also Safeco Ins. Co. of America v. M.E.S., Inc., No. 099-CV—3312, 2013 WL 1680684, at *4 (noting that “[i]n camera review is ‘a practice both long-standing and routine in cases involving claims of privilege.”’). Defendant’s current attempt to stall discovery is through the submission of improper, sweeping objections alleging overbreadth of Ms. Giuffre’s requests. As Ms. Giuffre demonstrated in her motion, such objections are legally deficient, and the only way to move discovery forward in this matter is to have the Court compel Defendant to produce the responsive documents that Ms. Giuffre properly requested. It is also apparent that the only way Ms. Giuffre will be able to depose Defendant — the opposing party in this case - is for this Court to Order her deposition. See S. McCawley Decl. at Exhibit 1, Letter Brief to Judge Sweet Regarding Defendant’s Refusal to Sit for a Deposition. Defendant’s tactic of stonewalling and delay is the underlying problem, and requiring a meet and confer prior to the Court addressing this conduct would reward Defendant’s intransigence. The Complaint was filed September 21, 2015. Defendant’s responsive pleading * Defendant cites several cases from outside the jurisdiction. None are relevant because the facts and circumstances in those cases make them inapposite as each result turned on specific facts not present here. 3

was due on October 13, 2015, but Defendant requested a month and a half extension of time until November 30, 2015 to respond to the Complaint. The Court set the parties on a tight discovery schedule with the close of discovery set for July 1, 2016. Ms. Giuffre served her discovery requests on October 27, 2016. Defendant then waited until November 30, 2016, and rather than respond to the discovery, she filed a Motion to Stay discovery which was ultimately denied by the Court on January 20, 2016 (D.E. 28). The Court, in its January 20, 2016 Order, acknowledged that Defendant already had substantial time to respond, noting that “Defendant was served with the request on October 27, 2015 and has therefore had an additional month and a half to digest the requests than is usually permitted by the Federal Rules of Civil Procedure.” See Order re Motion to Stay Discovery, D.E. 28, at 7. After having delayed through more than half of the discovery period granted by this Court, and after seeking an additional extension of time to respond to discovery, rather than properly respond to Ms. Giuffre’s discovery, Defendant stonewalled, lodging a litany of baseless objections including a substantial and unjustified reduction of the date range covered by the requests. Ms. Giuffre’s requests were served in October, 2015. It is now March, and Defendant has still failed to adequately respond to discovery. Defendant has attempted to grant herself a de facto stay in discovery through intentional delay, in contravention of this Court’s Order, and the Court must put an end to the gamesmanship. These delay tactics are prejudicing Ms. Giuffre, as despite serving her requests in October of last year, and despite it being less than four months before the discovery cut-off deadline, Defendant has produced exactly two documents and has blocked any path forward in which to take her deposition absent a Court order. See D.E. 13. Courts consistently recognize that no meet and confer obligation exists in such a circumstance, and this Court should reject defendant’s attempt at additional procedural delay. “(Meet and confer] requirements are designed to promote efficiency in litigation, and that goal

would not be advanced by further delay in resolving these issues on the merits.” See Time Inc. v. Simpson, No. 02 Civ. 4917, 2002 WL 31844914, at *2 (S.D.N.Y. Dec. 18, 2002) (holding that the moving party’s failure to satisfy meet and confer requirement does not warrant rejecting its motion). 2. This Court Should Reject Defendant’s Improper Objections Defendant’s overbreadth argument is a complete red herring, as Defendant does not -- and cannot -- make the argument that any of the requests constitute an undue burden due to the volume of the responsive documents at issue.* Defendant is not a corporation; she is an individual with a single set of emails and related electronic documents that would be responsive. This is not a case where - and Defendant raises no claim that - complying with the document requests would result in an unmanageable number of documents. Instead, Defendant is picking and choosing which documents she will produce, and which documents she will keep hidden. She’s not making this determination based on responsiveness, or based on undue burden, but, instead, based on preference. This is impermissible.” See Graham v. Ortiz, No. 07-CV-1690 (JG)(LB), 2009 WL 4016055, at *1 (E.D.N.Y. Nov. 18, 2009)(‘Plaintiff does not get to pick and choose what [discovery request] he will comply with”); Agua Products, Inc. v. Aquaquality Pool & Spa, Inc., No. CV 05-2538 DRH ARL, 2006 WL 2884913, at *1 (E.D.N.Y. Oct. 10, 2006) (“Counsel cannot > While defendant argues that Ms. Giuffre’s counsel did not confer with her about her deficient discovery responses, Ms. Giuffre’s counsel understood the Court’s individual practices to not require such a premotion conference. Even if Ms. Giuffre’s counsel misunderstood the Court’s individual practices, Defendant’s response proves that such conferral would have been futile because even in the response, Defendant fails to make any concessions to her abusive refusal to produce responsive documents. * Defendant communicated neither to Ms. Giuffre nor to the Court that the requests would yield a voluminous or unmanageable number of documents. > “When determining a motion to compel the production of ESI, a district court conducts a two-stage inquiry: first, has the party resisting discovery shown that the information in question is not reasonably accessible because of undue cost, and second, has the party requesting discovery nonetheless shown good cause to obtain it?” Stinson v. City of New York, (Sweet, J.) 2015 WL 4610422, at *4 (Emphasis added). 5

pick and choose those documents that they believe satisfies the request; rather, they must provide the plaintiff with all non-privileged responsive documents in their client's possession.”) Most significant is the fact that Defendant unilaterally purports to limit her production, which requested documents from 1999 to the present, to less than a quarter of what is requested, arbitrarily refusing to produce highly relevant discovery.° At the same time, she has propounded discovery on Ms. Giuffre for a longer period of time: 1998 to the present.’ Ms. Giuffre sought documents from 1999 to the present because the first part of that period is when she contends convicted sex offender Jeffrey Epstein and Defendant were engaging in sexual trafficking conduct; the later part of that period includes the investigations by law enforcement and the coconspirator’s efforts to coordinate and cover up the abuse that occurred. Therefore, the entire time period is highly relevant to the sexual abuse claims that underlie this defamation action. Ms. Giuffre outlined in detail in her moving papers, using specific examples, why documents from 1999 to the present are highly relevant to this action. (See D.E. 35 at 4-6.) For example, flight logs show Defendant traveling on the convicted sex offender’s plane up to at least 2005; police reports in the Palm Beach investigation reveal the abuse occurred into the mid2000s; victim notification letters were sent in 2008; Defendant dodged a deposition in 2009 to avoid having to answer questions about the abuse of Ms. Giuffre and others; and Defendant continued to communicate with convicted sex offender Jeffrey Epstein until at least 2015. As explained in Ms. Giuffre’s Motion to Compel, the abuse underlying this case started in or around ° Defendant contends she will only produce documents for the month of December 31, 2014 to January 31, 2015 and from 1999 — 2002. Ms. Giuffre requested documents from 1999 to the present. ’ Specifically, Defendant does not define a “Relevant Period” in her Requests for Production. Instead, she defines the time period within the individual requests, asking for documents from “1998 to the present,” “since 1998,” “between 1998 and the present,” etc. This 1998-present “Relevant Period” applies to Nos. 5, 12, 14, 15, 17, 18, and 35, and many requests have no date restrictions whatsoever. See, e.g., Request No. 26, “All Documents concerning any prescription drugs taken by You, including the prescribing doctor, the dates of said prescription, and the dates of any fulfillment of any such prescription.” In short, Defendant requests documents from an even longer period of time than Ms. Giuffre does. 6

1999, and Defendant has continued her association with Jeffrey Epstein up until at least 2015, when the defamatory statement was made, as evidenced by her privilege log. See McCawley Decl. at Exhibit 2, Maxwell’s Privilege Log. Accordingly, Ms. Giuffre has shown good cause for requiring the production of these documents. Indeed, this is not a situation where Defendant does not have responsive documents during that time period. Defendant has admitted she has responsive documents, but is simply refusing to produce the documents. Therefore, based upon the timeline set forth in the moving papers, Ms. Giuffre respectfully requests that this Court direct Defendant to produce responsive documents from 1999 to the present. Defendant argues that the Requests for Production are “presumptively broad,” thus apparently improper, because they employed terms such as “all documents” and “relating to.” That is not the law. “Although not unlimited, relevance, for purposes of discovery, is an extremely broad concept.” Ottoson v. SMBC Leasing and Finance, Inc., (Sweet, J.) 2015 WL 4597542 at * 2 (S.D.N.Y. July 30, 2015) (granting motion to compel) (internal quotations omitted); Stinson v. City of New York, (Sweet, J.), 2015 WL 4610422 (S.D.N.Y. July 23, 2015) (granting in part motion to compel production). * In her Response, Defendant takes issue with Ms. Giuffre’s requests of “all documents” that “relate to” various topics. However, Defendant also seeks from Ms. Giuffre “all documents” in 22 of her discovery requests, and employs the term “relate” in 11 of her discovery requests, including requests such as “[a]l1 documents relating to any Communications occurring from 1998 to the present with . . .Sky Roberts,” who is Ms. Giuffre’s father. Furthermore, Defendant’s own definition of “relate” is expansive. Defendant states “relate,” “related,” and “relating” “means concerning, referring to, responding to, relating to, pertaining to, connected with, evidencing, commenting on, regarding, discussing, showing, describing, reflecting, analyzing or constituting.” Defendant’s First Set of Discovery Requests to Plaintiff. Notably, her definition also includes the terms “reflecting” and “regarding.” Defendant’s Request for Production containing the term “all documents” are Nos. 2, 3, 4, 5, 10, 12, 13, 15,17,18, 21, 23,24, 25, 26, 27, 28, 29, 30, 31, 33, and 36. Defendant’s Request for Production containing the term “any documents” are Nos. 9, 33, and 36. Defendant’s Request for Production containing the term “relate” or “relating” are Nos. 3, 5, 10, 17, 21, 32, 33, 34, 35, and 36. The Requests for Production containing the word “reflect” or “reflecting” are Nos. 4, 9, 11, 19, 20, 24, 28, 33, 35, and 36.

The contention that Ms. Giuffre’s Requests for Production are “presumptively overbroad” is also directly refuted by the specific nature of the requests. Indeed, all of Ms. Giuffre’s discovery requests with the term “relating to” are linked to specific topics that are highly relevant to this action. For example, Request No. 6 seeks all communications that Defendant had with Sarah Kellen. These documents are critical to this case because Sarah Kellen was questioned at deposition in another action related to Defendant’s abuse of minor children, wherein Sarah Kellen invoked her Fifth Amendment Privilege: Q. Would you agree with me that Ghislaine Maxwell provides underage girls to Mr. Epstein for sex? 28 2K A. Upon the instruction of my lawyer, I must invoke my Fifth Amendment privilege. See McCawley Decl. at Exhibit 3, Defendant’s Response to Plaintiff's Request for Production of Documents. For another example, Request No. 1 seeks “[a]ll documents relating to communications with Jeffery Epstein from 1999 — Present.” These requests go to key issues in this case. Defendant has admitted that she has documents responsive to request for documents that go to the heart of this matter, she is simply refusing to produce them. Defendant’s sweeping “overbroad” objections should be rejected because it is a fundamentally misleading argument in furtherance of Defendant’s ongoing goal of delay. Am. Rock Salt Co., LLC v. Norfolk S. Corp., 228 F.R.D. 426, 432 (W.D.N.Y. 2004) (“generalized objections that discovery requests are vague, overly broad, or unduly burdensome are not acceptable, and will be overruled.”). Therefore, this Court should require Defendant to produce the documents she admits to withholding. 3. This Court Should Grant Plaintiff's Motion To Compel The Production Of Documents Subject To Improper Claim Of Privilege There are four key problems with Defendant’s privilege log that result in finding of waiver, or at least warrant in camera review. First, Defendant attempts to wrongfully claim that the 8

attorney-client privilege shields documents from production as to her communications with nonattorneys (including communications between herself and public relations professional Ross Gow, who was Defendant’s press agent who issued the defamatory statements that lie at the heart of this matter). See Plaintiff's Motion to Compel Improper Claim of Privilege D.E. 33 at 6-9). Second, Defendant improperly claims a “common interest” privilege applies to her communications with convicted sex offender — and non-attorney -- Jeffrey Epstein for which no attorney-client privilege applies, thus, precluding the application of the “common interest” privilege. See Egiazaryan v. Zalmayev, 290 F.R.D. 421, 434 (S.D.N.Y. 2013) (“communications are protected where there is a disclosure by A to the attorney representing B and vice-versa’’). Defendant’s communications with her co-conspirator Jeffrey Epstein are not privileged in any way and they are also highly relevant to the claim in this case. Third, Defendant improperly claims the attorney-client privilege when the communications involved the presence of a third party not involved in providing legal services, such as Ross Gow or Mark Cohen. See Egiazaryan, 290 F.R.D. at 431 (finding waiver of attorney-client privilege when the public relations firm participated in attorney-client communications: “[the party] has not shown that [the public relation’s firm’s] involvement was necessary to facilitate communications between himself and his counsel, as in the case of a translator or an accountant clarifying communications between an attorney and client’). Fourth, as explained in detail in Ms. Giuffre’s Motion to Compel (D.E. 33 at 12-14), the descriptions of the communications in the log are inadequate. Every single communication on the log, even those not involving any attorneys, is described as: “Communication re: legal advice.” These sparse and unvaried descriptions simply do not comply with Federal Rule of Civil Procedure 26(b)(5) and Local Rule 26.2(a)(2)(B), the former requiring that “the general subject matter of the communication” be stated in the privilege log. These bare bones descriptions do not

provide sufficient information to support the privilege claims asserted therein, and obviously fail to provide Ms. Giuffre with any ability to challenge those assertions. Accordingly, this Court should find that Defendant has waived her privilege claim for every entry which describes the subject matter as “Communication re: legal advice,” or at the very least, require Defendant to submit the documents in question for in camera review to determine whether they are actually subject to any privilege claim. In addition, the Court should direct the production of documents on the privilege log that involve communications between the two nonlawyers. CONCLUSION This is a simple, straight-forward case that could stay on the Court’s imposed scheduled with a close of discovery in July, 2016 if the Defendant would simply comply in a timely manner with her discovery obligations. Since Defendant has refused to do so, Ms. Giuffre respectfully requests that this Court grant her Motions to Compel Production of Documents Subject to Improper Claim of Privilege and Improper Objections (D.E.’s 33 and 35), and require Defendant to produce the documents she is withholding for the time period of 1999 to the present, to produce the documents listed in her privilege log, or at the very least, conduct an in camera inspection to determine whether or not these documents are privileged. Dated: March 7, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies 10

Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 11

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 7, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 12

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF VIRGINIA GIUFFRE’S CONSOLIDATED REPLY IN SUPPORT OF MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS AND IMPROPER CLAIM OF PRIVILEGE I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2: I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Consolidated Reply In Support of Motions To Compel Production of Documents Subject To Improper Objections and Improper Claim Of Privilege. 3. Attached hereto as Exhibit 1, is a true and correct copy of Plaintiff Virginia Giuffre’s March 3, 2016 Letter Brief to Judge Robert Sweet Regarding Defendant’s Refusal to Sit for a Deposition. 4. Attached hereto as Exhibit 2, is a true and correct copy of Defendant Ghislaine Maxwell’s Privilege Log.

3. Attached hereto as Exhibit 3, is a true and correct copy of Defendant Ghislaine Maxwell’s Response to Plaintiff's Request for Production of Documents. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Dated: March 7, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 7, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

EXHIBIT 1 (Pursuant to the Court’s Individual Practice Rule 1A, Counsel has removed the Exhibits from the March 3, 2016 Letter to the Court.)

Case 1:15-cv-07433-RWS Document 44-1 Filed 03/07/16 Page 2 of 3 Sigrid S. McCawley h:-mail: smecawley@bsfllp.com March 3, 2016 212) 805-7925 Via Facsimile Honorable Judge Robert W. Sweet United States District Judge Southern District of New York $00 Pearl Street, Courtroom 18C New York, New York 10007 Re: Ginffre v. Maxwell Case No, [5-cv-007433-RWS Dear Judge Sweet: We write today in response to Defendant Maxwell's March 2, 2016 letter and to ask the Court to compel the depusition of Defendant Maxwell on March 25, 2016. The discovery issue before the Court regarding Defendant Maxwell's deposition is straightforward, and the Court should order Maxwell to sit for her deposition. On February 25, 2016, Plaintiff Giufire first noticed Defendant Maxwell's deposition for March 2, 2016. Due to Detendant’s counsel's scheduling conflict, Plaintiff Giuffre tried to resolve the problem by re-noticing the deposition for March 25, 2016, a date for which she understood Maxwell and her counsel were available. Despite this, Defendant’s counsel refused to produce Maxwell for deposition unless Ms. Giuflre would respond “acknowledging [her] waiver of the right to take a second deposition based on the filing of the Answer and Counterclaims...Po reiterate, | have not accepted the date of March 25, 2016 for my client's deposition and will rot agree to schedule such a deposition in the absence of a protective order and your acknowledgment of a waiver as outlined above.” See Fixhibit A. Ms. Giulfre is simply trying to move discovery forward and respectfully requests that the Court direct Maxwell to sit for her deposition on March 25, 2016.' he issue is not “moot,” as Maxwell represented in her letter to the Court, because Maxwell is sull refusing to sit for her deposition until a Protective Order is entered. This is not the first time that Defendant Maxwell has attempted to avoid a deposition. In the civil actions involving Jeffrey Epstein’s crimes, Maxwell represented she could not attend her deposition because she had to leave the county to care for her iH mother and did nol anticipate returning. Thereafter, she was photographed in the United States ata high profile wedding. See January 13, 2018 Daily Mailarticle, Bill CHaten pictured with Jeffrey Lpstein’s Social Fixer at Chelsea's Wedding AFTER Severing Links With Disgraced Pedophile.

Case 1:15-cv-07433-RWS Document 44-1 Filed 03/07/16 Page 3 of 3 Letter to Honorable Judge Robert Sweet March 3.2016 Page 2 The Court should also enter the Protective Order that Ms. Giuffre has recommended. In response to Maxwell's Protective Order demand, Plaintiff provided Maxwell's counsel with a full proposed Order, based on a few revisions to the Order that Maxwell had originally circulated. See Exhibit 13, February 26, 2016 Email Correspondence. ‘Those revisions reasonably provided necessary parameters to protect {rom averuse and abuse of the “confidential” designation. Rather than respond to Plaintiffs revisions, Maxwell filed with the Court a Motion for Protective Order and submitted her original Protective Order to the Court [D.E. 38]. Ms, Giuffre is not opposed to the entry of a Protective Order. Ms. Giultre, however. does ask that the Protective Order include specific language concerning the wpe of information to be protected and the method for challenging overbroad confidential designations to ensure that the Protective Order is not abused by the Defendant. Ms. Giuffre is setting forth her specific revisions in her Response to Defendant Maxwell's Motion for Protective Order, which will be filed shortly, Mnally, with respect lo Maxwell's concluding remarks, Ms. Giuffre first sent her request for Maxwell's deposition of February 5, 2016. To date, Maxwell has still not agreed to sit for her deposition. In contrast, on February 20, 2016, Maxwell's counsel requested dates for Plaintiffs deposition to take place in mid-April. Plainuff corresponded that she was conferring with her client regarding the proposed dates and would respond with a specific date. Accordingly, Plaintiff Giullre respectlully requests that the Court direct Maxwell to sit for her depasition on March 25, 2016. Yo the extent the Court is not able to resolve the Protective Order matter prior lo Maxwell's deposition on March 25, 2016, Plaintiff will agree to treat the entire transcript as confidential until such a time as the Court enters the Protective Order. A Proposed order to this effect is attached. See Exhibit C. Proposed Order Granting Plainiff’s Motion to Compel Defendant's Deposition on March 25, 2016. Ms. Giufire also agrees to sit for her deposition in mid-April. alter Maxwell's deposition, ata date that is mutually convenient for the parties. Respectfully, a ae >» “op EO . oo x oe fe a Sigrid S. MeCawley, Esq. SSM/ep Ineclosure ce: Laura A. Menninger, Esq. (vic facsimile 303-832-2628)

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EXHIBIT 3

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 2 of 18 United States District Court Southern District Of New York somelauabenacevevshaaelniusewbeuneswecnenuend Deus x Virginia L. Giuffre, Plaintiff, v. 15-ev-07433-RWS Ghislaine Maxwell, : Defendant. a ae ae a eee ie De 4 DEFENDANT GHISLAINE MAXWELL’S RESPONSES AND OBJECTIONS TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS Defendant, Ghislaine Maxwell, by and through her undersigned counsel, hereby responds to Plaintiff's First Request for Production of Documents (the “Requests”). PRELIMINARY STATEMENT AND GENERAL OBJECTIONS I. This response is made to the best of Ms. Maxwell’s present knowledge, information and belief. Ms. Maxwell, through her attorneys of record, have not completed the investigation of the facts relating to this case, have not completed discovery in this action, and have not completed preparation for trial. Ms. Maxwell’s responses to Plaintiff's requests are based on information currently known to her and are given without waiving Ms. Maxwell’s right to use evidence of any subsequently discovered or identified facts, documents or communications. Ms. Maxwell reserves the right to supplement this Response in accordance with Fed. R. Civ. P. 26(e). 2. Ms. Maxwell objects to the Requests to the extent they attempt to impose any requirement or discovery obligation greater than or different from those under the Federal Rules of Civil Procedure, the local rules of this Court or any Orders of the Court. 2 Ms. Maxwell objects to the Requests to the extent they seek documents or information protected by the attorney/client privilege, the work-product doctrine, Rule 408 of the Federal Rules of Evidence, any common interest privilege, joint defense agreement or any other applicable privilege.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 3 of 18 4, Ms. Maxwell objects to the Requests to the extent they seek documents or information outside of Ms. Maxwell’s possession, custody or control. 3 Ms. Maxwell objects to the Requests to the extent they seek information which is not relevant to the subject matter of the litigation and/or is not reasonably calculated to lead to the discovery of admissible evidence. 6. Ms. Maxwell objects to the Requests to the extent they are overly broad, unduly burdensome and/or propounded for the improper purpose of annoying, embarrassing, or harassing Ms. Maxwell. 7. Ms. Maxwell objects to the Requests to the extent they are vague and ambiguous, or imprecise. 8. Ms. Maxwell objects to the Requests to the extent they seek information that is confidential and implicates Ms. Maxwell’s privacy interests. 9. Ms. Maxwell incorporates by reference every general objection set forth above into each specific response set forth below. A specific response may repeat a general objection for emphasis or for some other reason. The failure to include any general objection in any specific response does not waive any general objection to that request. 10. The Requests seek information that is confidential and implicates Ms. Maxwell’s privacy interests, To the extent such information is relevant and discoverable in this action, Ms. Maxwell will produce such materials subject to an appropriate protective order pursuant to Fed. R. Civ. P. 26(c) limiting their dissemination to the attorneys and their employees. OBJECTIONS TO DEFINITIONS 11. Ms. Maxwell objects to Definition No. 1 regarding “Agent” to the extent that it purports to extend the meaning beyond those permissible by law. 12. Ms. Maxwell objects to Definition No. 3 regarding “Defendant.” The Definition is overly broad and unduly burdensome to the extent it attempts to extend the scope of the Requests to documents in the possession, custody or control of individuals other than Ms. Maxwell or her counsel. 13. Ms. Maxwell objects to Definition No. 5 regarding “Employee.” Ms. Maxwell is an individual, sued in an individual capacity, and therefore there is no “past or present officer, director, agent or servant” of hers. Additionally, “attorneys” and “paralegals” are not “employees” of Ms. Maxwell given that she herself is not an attorney and therefore cannot “employ” attorneys. 14. Ms. Maxwell objects to Definition No. 9 regarding “You” or “Your.” The Definition is overly broad and unduly burdensome to the extent it attempts to extend the scope of

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 4 of 18 the Requests to documents in the possession, custody or control of individuals other than Ms. Maxwell or her counsel. OBJECTIONS TO INSTRUCTIONS 15. Ms. Maxwell objects to Instruction No. |, in particular the definition of the “Relevant Period” to include July 1999 to the present, on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. The Complaint at paragraph 9 purports to describe events pertaining to Plaintiff and Defendant occurring in the years 1999 ~ 2002. The Complaint also references statements attributed to Ms. Maxwell occurring in January 2015. Defining the “Relevant Period” as “July 1999 to the present” is vastly overbroad, irrelevant and not reasonably calculated to lead to the discovery of admissible evidence, and as to certain of the Requests, is intended for the improper purpose of annoying or harassing Ms. Maxwell and it implicates her privacy rights. Thus, Ms. Maxwell interprets the Relevant Period to be limited to 1999-2002 and December 30, 2014 - January 31, 2015 and objects to production of any documents outside that period, except as specifically noted. 16. Ms. Maxwell objects to Instruction No. 3 on the grounds that it is unduly burdensome and is intended for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell cannot possibly recall the specific disposition of documents, particularly electronic documents, dating back over 16 years. However, Ms. Maxwell, prior to this litigation has long had a practice of deleting emails after they have been read. Vi Ms. Maxwell objects to Instruction Nos. 5, 8, 9, 12, 17 to the extent they seek to impose obligations to supply explanations for the presence or absence of such documents, to specifically identify persons or documents, to provide information concerning who prepared documents, the location of any copies of such documents, the identities and contact information for persons who have custody or control of such documents, the reasons for inability to produce portions of documents, and the “natural person in whose possession they were found,” beyond the requirements of Rule 34. These Instructions improperly seek to propound Interrogatories pursuant to Rule 33. 18. Ms. Maxwell objects to Instruction No. 13 on the grounds that it is unduly burdensome and is intended for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell cannot possibly recall the specific circumstances upon which a document dating back 16 years has ceased to exist. 19. Ms. Maxwell objects to Instruction No. 15 to the extent that it calls for documents or information protected by the attorney/client privilege, the work-product doctrine, or any other applicable privilege. 20. Ms. Maxwell objects to Instructions Nos. 18 & 19 to the extent they require information on any privilege log above and beyond the requirements of Local Civil Rule 26.2.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 5 of 18 SPECIFIC OBJECTIONS AND RESPONSES TO PLAINTIFF’S FIRST REQUESTS FOR PODUCTION OF DOCUMENTS Document Request No. 1: All documents relating to communications with Jeffery Epstein from 1999 — Present, RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, the common interest privilege or any other applicable privilege. Subject to and without waiving the above objections, Ms. Maxwell is withholding documents outside of the Relevant Periods described in paragraph 15, supra, and is withholding production of documents that are privileged pursuant to a common interest agreement. Document Request No. 2: All documents relating to communications with Virginia Roberts Giuffre from 1999 — present. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 3: All documents relating to communications with Andrew Albert Christian Edward, Duke of York (a.k.a. Prince Andrew) from 1999 — Present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, or any other applicable privilege. Ms. Maxwell also objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell will produce nonprivileged documents responsive to this Request limited to the Relevant Periods described in paragraph 15, supra, and with private phone numbers and related information redacted. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 4: Al] documents relating to communications between you and Jeffrey Epstein regarding any female under the age of 18 from the period of 1999 — present. RESPONSE: Ms. Maxwell has been unable to locate any such documents.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 6 of 18 Document Request No. 5: All documents relating to massages, including but not limited to any documents reflecting recruiting or hiring masseuses, advertising for masseuses, flyers created for distribution at high schools or colleges, and records reflecting e-mails or calls to individuals relating to massages. RESPONSE: Ms, Maxwell has been unable to locate any such documents. Document Request No. 6: All documents relating to communications with any of the following individuals from 1999 — present: Emmy Taylor, Sarah Kellen, Eva Dubin, Glen Dubin, Jean Luc Brunel, and Nadia Marcinkova. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell is withholding production of documents relating to communications with Nadia Marcinkova, Sarah Kellen and Eva Dubin that are outside of the Relevant Periods described in paragraph 15, supra. Ms. Maxwell has been unable to locate any such documents relating to Ms. Marcinkova, Ms. Kellen or Ms. Dubin within the Relevant Periods. Ms. Maxwell also has been unable to locate any such documents responsive to this Request relating to Glen Dubin, Jean Luc Brunel or Emmy Taylor for any time period. Document Request No. 7: All video tapes, audio tapes, photographs or any other print or electronic media relating to females under the age of 18 from the period of 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request which relate or pertain to Plaintiff or any of the witnesses identified by Plaintiff in her Rule 26 disclosures. Ms. Maxwell is withholding production of other documents responsive to this Request, including things like mainstream newspapers, magazines, videos, DVDs or other media or family photographs which contain depictions of female children, including Ms. Maxwell herself as a child.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 7 of 18 Document Request No. 8: All documents relating to your travel from the period of 1999 — present, including but not limited to, any travel on Jeffrey Epstein’s planes, commercial flights, helicopters, passport records, records indicating passengers traveling with you, hotel records, and credit card receipts. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms, Maxwell also objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell is withholding production of documents outside of the Relevant Periods described in paragraph 15, supra and is withholding documents within the Relevant Period that are private and are not reasonably calculated to lead to the discovery of admissible evidence. Document Request No. 9: All documents identifying passengers, manifests, or flight plans for any helicopter or plane ever owned or controlled by you or Jeffrey Epstein or any associated entity from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell is withholding production of documents outside of the Relevant Periods described in paragraph 15, supra, and is withholding documents within the Relevant Period that are private and are not reasonably calculated to lead to the discovery of admissible evidence. The documents reflecting flight plans in Ms, Maxwell's possession do not identify passengers or manifests. Document Request No. 10: All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999 — present, including payments for work performed, gifts, real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar Project. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 8 of 18 Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 11: All documents relating to or describing any work you performed with Jeffrey Epstein, or any affiliated entity from 1999 ~ present. RESPONSE: Ms. Maxwell objects to this Request in that the terms “work,” “with” and “affiliated entity” are vague, undefined and susceptible of multiple meanings and definitions. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 12: All confidentiality agreements between you and Jeffrey Epstein or any entity to which he is related or involved or such agreements which are or were in your possession or control related to any other employee of Jeffrey Epstein, or any associated entity. RESPONSE: Ms. Maxwell objects to this Request in that the terms “confidentiality agreements” and “associated entity” are vague, undefined and susceptible of multiple meanings and definitions. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 13: All documents from you, your attorneys or agents to any law enforcement entity, or from any law enforcement entity to you or any of your representatives related to any cooperation, potential charge, immunity or deferred prosecution, or which relates to suspected or known criminal activity.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 9 of 18 RESPONSE: Ms, Maxwell objects to this Request as vague and confusing. Ms. Maxwell objects to this Request to the extent it requests documents subject to either the attorneyclient or work product privileges. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms, Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 14: All documents relating to travel of any female under the age of 18 from the period of 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 15: All video tapes, audio tapes, photographs or any other print or electronic media taken at a time when you were in Jeffrey Epstein’s company or inside any of his residences or aircraft. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request that are within the Relevant Periods described in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 10 of 18 Document Request No. 16: All computers, hard drives or copies thereof for all computers in operation between 1999- 2002. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxweil further objects to this Request on the grounds that it calls for the production of copies of computers or hard drives that contain documents, media and other data that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any computers, hard-drives or copies of any computers responsive to this Request. Document Request No. 17: All documents relating to communications with you and Ross Gow from 2005 ~ Present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell also objects to this request to the extent it seeks documents or information protected by the attorney/client privilege, the common interest privilege, the work-product doctrine, or any other applicable privilege. Subject to and without waiving the above objections, Ms. Maxwell is withholding documents responsive to this Request that are outside of the Relevant Periods defined in paragraph 15, supra as well as the period of January 1, 2011 to December 31, 2011, and also withholding documents within the Relevant Periods that are privileged. Ms. Maxwell has been unable to locate any non-privileged documents that are within such Relevant Periods. Document Request No. 18: All video tapes, audio tapes, photographs or any other print or electronic media relating to Virginia Roberts Giuffre. RESPONSE: Ms. Maxwell objects to this Request to the extent it calls for attorneyclient communications and attorney work product. Ms. Maxwell also objects to this Request to the extent it calls for video tapes, audio tapes, photographs or any other print or electronic media relating to Virginia Roberts Giuffre that exists within the public domain, the internet or in public court records and which are equally available to both parties and can be obtained from some other source that is more convenient, less burdensome, and less expensive. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 11 of 18 Document Request No. 19: All documents relating to your deposition scheduled in the matter of Jane Doe v. Epstein, 08-80893, United States Southern District of Florida. RESPONSE: Ms. Maxwell objects to this request on the grounds that it seeks documents or information protected by the attorney/client privilege, any common interest privilege, and the work-product doctrine. Subject to and without waiving the above objections, Ms. Maxwell is withholding privileged documents Responsive to this Request. Document Request No. 20: All documents relating to any credit cards that were paid for by Jeffrey Epstein or any related entity from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms, Maxwell. Ms, Maxwell further objects to this Request on the grounds that it calls for the production of copies of computers or hard drives that contain documents, media and other data that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 21: All telephone records associated with you, including cell phone records from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Ms. Maxwell, and seeks documents outside of Ms. Maxwell’s possession, custody or control. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. 10

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 12 of 18 Document Request No. 22: All documents relating to calendars, schedules or appointments for you from 1999 ~ present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Ms. Maxwell, and seeks documents outside of Ms. Maxwell’s possession, custody or control. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 23: All documents relating to calendars, schedules or appointments for Jeffrey Epstein from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Ms. Maxwell, and seeks documents outside of Ms. Maxwell’s possession, custody or control. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 24: All documents relating to contact lists, phone lists or address books for you or Jeffrey Epstein from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell, Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to LI

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 13 of 18 the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request within the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 25: All documents relating to any hospital records for Virginia Roberts Giuffre. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 26: All documents relating to any passport or license for Virginia Roberts Giuffre. RESPONSE: Ms, Maxwell has been unable to locate any such documents. Document Request No. 27: Ail documents relating to any gifts or monetary payments provided to Virginia Roberts Giuffre by you, Jeffrey Epstein or any related entity. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 28: All documents relating to Virginia Robert’s employment or work as an independent contractor with you, Jeffrey Epstein or any related entity. RESPONSE: Ms, Maxwell has been unable to locate any such documents. Document Request No. 29: All documents identifying individuals to whom Virginia Roberts provided a massage. RESPONSE: Ms. Maxwell has been unable to locate any such documents.

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 14 of 18 Document Request No. 30: All documents relating to any employee lists or records associated with you, Jeffrey Epstein or any related entity. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell has been “associated with” any number of entities over the last 17 years which have nothing to do with this civil case, Ms. Roberts or Mr. Epstein. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request insofar as it seeks employee lists for any entity related to Mr. Epstein, Ms. Roberts or any entity related to either one of them. Document Request No. 31: All documents relating to Victoria Secret, models or actresses, who were ever in the presence of you or Jeffrey Epstein or Virginia Roberts between 1999 and 2005. RESPONSE: Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 32: All documents related to communications with or interaction with Alan Dershowitz from 1999 to present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request as being interposed for an improper purpose, specifically Plaintiff and her counsel’s civil litigation currently pending in Broward County, Florida in the matter of Cassells v. Dershowitz. Subject to and without waiving the above objections, Ms. Maxwell will produce nonprivileged documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods, r

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 15 of 18 Document Request No. 33: All travel records between 1999 and the present reflecting your presence in: (a) Palm Beach Florida or immediately surrounding areas; (b) 9 E. 71" Street, New York, NY 10021; (c) New Mexico; (d) U.S. Virgin Islands; (e) any jet or aircraft owned or controlled by Jeffrey Epstein. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. This request is also duplicative and cumulative of Requests Nos. 8 and 14 above. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request for the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Period. Document Request No. 34: Ali documents reflecting your ownership or control of property in London between the years 1999 and 2002. RESPONSE: Ms. Maxwell objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request on the grounds that it calls for documents that are a matter of the public record and are thus equally available to the Plaintiff. Subject to and without waiving the above objections, Ms. Maxwell is withholding documents Responsive to this Request that are a matter of public record. Document Request No. 35: All documents reflecting your or Jeffrey Epstein’s membership or visits to the Mar-a-Lago Club in Palm Beach Florida between the years 1999 and 2002. RESPONSE: Ms. Maxwell has been unable to locate any documents responsive to this Request, Document Request No. 36: All documents you rely upon to establish that (a) Giuffre’s sworn allegations “against Ghislaine Maxwell are untrue.” (b) the allegations have been “shown to be untrue.”; and (c) Giuffre’s “claims are obvious lies.” RESPONSE: Ms. Maxwell objects to the Request as argumentative and misquotes and misconstrues sentence fragments attributed to Ms. Maxwell. Ms. Maxwell further objects to this 14

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 16 of 18 Request to the extent it calls for attorney-client communications, attorney work product and other applicable privileges. Ms. Maxwell also objects to this Request to the extent it calls for documents relating to Virginia Roberts Giuffre that exist within the public domain, the internet or in public court records and which are equally available to both parties and can be obtained from some other sources that are more convenient, less burdensome, and less expensive. Indeed, many documents which demonstrate the falsity of Ms. Giuffre’s allegations concerning Ms. Maxwell are within the possession and control of Plaintiff. Subject to and without waiving the above objections, Ms. Maxwell is producing nonprivileged documents responsive to this Request. Document Request No. 37: Ail documents reflecting communications you have had with Bill or Hillary Clinton (or persons acting on their behalf), including all communications regarding your attendance at Chelsea Clinton’s wedding ceremony in 2010. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request for the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods, Document Request No. 38: All documents reflecting contact with you by any law enforcement or police agency, including any contact by the FBI, Palm Beach Police Department, or West Palm Beach Police Department. RESPONSE: Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 39: All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands, RESPONSE: Ms. Maxwell objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 17 of 18 it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Ms. Maxwell is withholding documents responsive to this Request as irrelevant and not reasonably calculated to lead to the discovery of admissible evidence and privacy. Dated: February 8, 2016 Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10 Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 lmenninger@hmflaw.com Attorneys for Ghislaine Maxwell 16

Case 1:15-cv-07433-RWS Document 44-3 Filed 03/07/16 Page 18 of 18 CERTIFICATE OF SERVICE I certify that on February 8, 2016, I served the attached document DEFENDANT GHISLAINE MAXWELL’S RESPONSES AND OBJECTIONS TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS via email to the following counsel of record: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smecawley@bsfilp.com s/Alan Schindler Alan Schindler Wy

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ees bhte tt es Danie woe et Mine on eh acest xX VIRGINIA L. GIUFFRE, Plaintiff, Vv. 15-cv-07433-RWS GHISLAINE MAXWELL, Defendant. Se cd be Ad es ee eh re xX DEFENDANT’S SUPPLEMENTAL MEMORANDUM OF LAW IN RESPONSE TO PLAINTIFF’S MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS Laura A. Menninger HADDON, MORGAN, AND FOREMAN, P.C. East 10" Avenue Denver, CO 80203 303.831.7364

TABLE OF CONTENTS INTRODUCTION sisi cassicsascaiteseuteendscts da beiivens cba peasticbatvendionnlgua's Ueieacasnespuers cbilieindocyA den ivgachas sot geseeeeeonads 1 PERGUIMIEN Ti ccsicesssctscssn van Suna sennis tassios uilsnyidslodiptnilel casts de nilawsiedbauce'ssianleivs ds lows dpanibese vanaeeialndy anal dbuinenonts 3 I. PLAINTIFF’S CHOSEN RELEVANT PERIOD FOR DISCOVERY IS GROSSLY OVERBROAD AND NOT REASONABLY RELATED TO HER CLAIM... eee 3 Il. MS.MAXWELL’S SPECIFIC OBJECTIONS ARE PROPER... eeceeeeeereeeneeeteeeees 4 I. EACH OF MS. MAXWELL’S OBJECTIONS IS APPROPRIATE... eeceeeeeeseceseeeeee 6 IV. PLAINTIFF’S FAILURE TO CONFER WITH MS. MAXWELL PRIOR TO FILING HER MOTIONS TO COMPEL IS DISPOSITIVE ...... eee cece eeeeeeeceeeceeeeeeeeeeeeees 13 il

TABLE OF AUTHORITIES Avante Int’l Tech., Inc. v. Hart Intercivic, Inc., No. CIV. 07-169-DRH, 2008 WL 2074093........ Cotracom Commodity Trading Co. v. Seaboard Corp., 189 F.R.D. 655, 665 (D. Kan. 1999)...... Estee Lauder, Inc. v. Fragrance Counter, Inc., 189 F.R.D. 269, 273-74 (S.D.N.Y. 1999) 0... Gomez v. Martin Marietta Corp., 50 F.3d 1511, 1520 (10th Cir.1995) ooo ecceecseseteeeeeeenees Hardrick v. Legal Services Corp., 96 F.R.D. 617, 618 (D.D.C.1983) .o.ccceccceccesseceeessteeeenssneeeees In re Urethane Antitrust Litig., No. 04-MD-1616-JWL-DJIW, 2008 WL 110896 .......... ce eeeeeeee McGee v. Hayes, 43 Fed.Appx. 214, 217 (LOth Cir. 2002) eee eseeneeseeeeecesecneeeaeeeeeeseeeseenaee Meeker v. Life Care Ctrs. of Am., No. 14-CV-02101-WYD- NYW, 2015 WL 4400533 .............. Parsons v. Jefferson-Pilot Corp., 141 F.R.D. 408, 412 (M.D.N.C. 1992) ooo ecccceessceeessteeeees Piacenti v. Gen. Motors Corp., 173 F.R.D. 221, 223 (N.D.TL1.1997) woe eccecseceeeesteceenesseeeees Roda Drilling Co. v. Siegal, No. 07-CV-400-GFK-FHM, 2008 WL 2234652 .0.....cceeeceeeereeeeteees Tottenham v. Trans World Gaming Corp., No. 00 Civ. 7697 (WK), 2002 WL 1967023.............. Zenith Electronics Corp. v. Exzec, Inc., No. 93 C 041, 1998 WL 9181... ccessceesesteceeessteeeees ili

INTRODUCTION' Plaintiff initiated this action purportedly in reaction to statements attributed to Ghislane Maxwell on January 3, and 4, 2015. The first of the two statements, according to Plaintiff's complaint, was issued by Ross Gow in the United Kingdom. The second was made by Ms. Maxwell in New York when she was accosted by reporters on the street. Both statements were brief, contained no factual content, and can best be described as general denials of allegations made by Plaintiff against Ms. Maxwell, to wit, that Ms. Maxwell “assisted” and participated in sexual abuse of the Plaintiff between 1999 and 2002. Plaintiff does not claim that any sexual abuse occurred after 2002 or that she had any contact with Ms. Maxwell after 2002. Indeed, according to Plaintiff, in 2002 she relocated, first to Thailand and then to Australia, where she married and started a family. Given that she has been thousands of miles away from the United States for more than a decade it is unlikely that Plaintiff has any personal knowledge about events involving Jeffrey Epstein after she left the country and broke off all contact with both Mr. Epstein and Ms. Maxwell. It would seem, then, that this lawsuit presents one relatively simple question: is Plaintiffs claim that she was sexually abused by Jeffrey Epstein between 1999 and 2002 “with the assistance and participation of” Ms. Maxwell true? Discovery that might be relevant to this relatively simple question could, theoretically, include the names of people that observed the Plaintiff from 1999 to 2002; records establishing the Plaintiff's whereabouts between 1999 and 2002; communications about the Plaintiff from ' Ms. Maxwell previously submitted a joint response (Doc. #42) to Plaintiff's Motions to Compel in which she argues that Plaintiff's failure to confer prior to filing her motions is, alone, grounds for this Court to deny her Motions. If the Court is inclined, however, to decide Plaintiff's Motions on the merits, Ms. Maxwell hereby submits a response to the merits of Plaintiff's Motion to Compel Production of Documents Subject to Improper Objections. This response is timely to Plaintiff's Motion, filed electronically on February 26, 2016. 1

1999 to 2002; and where Ms. Maxwell was located in relation to the Plaintiff during this time frame. Plaintiff, however, does not seem to be interested in her claim. Rather, Plaintiff’s pleadings are filled with other, more newsworthy and salacious allegations about which Plaintiff has no personal knowledge. And, because her core claim has no merit, Plaintiff like a remora, has repeatedly attempted to attach herself to these events that purportedly occurred while she was on another continent raising a family. Federal Rule of Civil Procedure 26(b)(1) provides, in relevant part, that "[p]arties may obtain discovery regarding any matter, not privileged, that is relevant to the claim or defense of any party ....” Although the scope of discovery is deliberately broad, a Court is not "required to permit plaintiff to engage in a “fishing expedition’ in the hope of supporting his claim." McGee v. Hayes, 43 Fed.Appx. 214, 217 (10th Cir. 2002) (unpublished opinion); see Tottenham v. Trans World Gaming Corp., No. 00 Civ. 7697 (WK), 2002 WL 1967023, at *2 (S.D.N.Y. June 21, 2002) ("Discovery, however, is not intended to be a fishing expedition, but rather is meant to allow the parties to flesh out allegations for which they initially have at least a modicum of objective support") (quotations omitted); Hardrick v. Legal Services Corp., 96 F.R.D. 617, 618 (D.D.C.1983) (courts should remain concerned about "fishing expeditions, discovery abuse and inordinate expense involved in overbroad and far-ranging discovery requests") (quotation omitted). "[B]road discovery is not without limits and the trial court is given wide discretion in balancing the needs and rights of both plaintiff and defendant." Gomez v. Martin Marietta Corp., 50 F.3d 1511, 1520 (10th Cir.1995) (quotation omitted); see also Estee Lauder, Inc. v. Fragrance Counter, Inc., 189 F.R.D. 269, 273-74 (S.D.N.Y. 1999) (J. Sweet) (“[W hile discovery rules are broad, they do not permit discovery of matters that are [not] relevant to the

issues in the case...”). Although relevance in discovery is broader than that required for admissibility at trial, "the object of inquiry must have some evidentiary value before an order to compel disclosure of otherwise inadmissible material will issue." Zenith Electronics Corp. v. Exzec, Inc., No. 93 C 041, 1998 WL 9181, at *2 (N.D.III.1998) (quoting Piacenti v. Gen. Motors Corp., 173 F.R.D. 221, 223 (N.D.IIl.1997)). Courts have also recognized that "[t]he legal tenet that relevancy in the discovery context is broader than in the context of admissibility should not be misapplied so as to allow fishing expeditions in discovery." /d. (quotation omitted). ARGUMENT 1. PLAINTIFF’S CHOSEN RELEVANT PERIOD FOR DISCOVERY IS GROSSLY OVERBROAD AND NOT REASONABLY RELATED TO HER CLAIM Plaintiff has not limited the temporal scope of her discovery requests. Instead, she demands production of various documents (or documents related to those documents) for the last 17 years. Given the nature of the claim, the time period chosen by the Plaintiff is grossly overbroad. As instructed by Fed. R. Civ. P. 34, Ms. Maxwell objected to the 17-year time period and limited the requests to a more reasonable time frame: the period during which Plaintiff claims to have been abused and one month prior to the purported defamation. Plaintiff has offered no plausible explanation for her expansive time frame as discussed below. The gist of Plaintiff's temporal relevance argument is that, according to Plaintiff, Ms. Maxwell communicated or associated with Mr. Epstein after 2002 up to 2015. And, according to Plaintiff, Mr. Epstein was suspected of or committed a sex crime after 2002. Therefore, says Plaintiff, everything in that time frame is relevant. This is nonsense. Plaintiff, given her absence from the country, cannot argue that she was victimized during this time frame. Ms. Maxwell has never been charged with nor accused of any crime by a prosecuting body. Ms. Maxwell has 3

never been identified as an accomplice to any crime allegedly committed by Mr. Epstein; and Ms. Maxwell has never been the subject of a civil lawsuit for sexual abuse under any theory of liability. The relevant issue, as framed by Plaintiff's complaint, is did Ms. Maxwell assist or participate in Plaintiff's alleged sexual abuse by Mr. Epstein. General phone records, flight logs, or other documents having nothing to do with Plaintiff, who was in Australia, are simply too tangential and remote to be relevant even under the most broad definitions of relevance. Accordingly, Ms. Maxwell’s objection is well founded and should be sustained by the Court. Il. MS. MAXWELL’S SPECIFIC OBJECTIONS ARE PROPER Ms. Maxwell notes that all of Plaintiff's requests are fatally flawed as a result of her use of the phrases “all documents relating to” or “relating to” as part of her requests for production of documents. See, e.g., Requests Nos. 1, 3, 6,7, 8, 10, 11, 17, 22, 23, 24, 32 and 33. Where the phrase “relating to” is not employed, Plaintiff uses equally obtuse synonyms such as “reflecting” (Requests Nos. 34, 37) or “associated with.” (Request No. 21). “Relate” is a broad term. See, e.g., WEBSTER’S NEW WORLD DICTIONARY 1198 (2d Coll. Ed. 1986) (defining “relate” to mean, inter alia, “to connect or associate, as in thought or 99 66. meaning; show as having to do with,” “to have some connection or relation (to),” and “to have reference (to)”). Courts have condemned the use of “related to” as overbroad and have refused to compel a responding party to answer discovery requests using the term. See, e.g., Meeker v. Life Care Ctrs. of Am., No. 14-CV-02101-WYD- NYW, 2015 WL 4400533, at *4 (D. Colo. July 20, 2015) (denying motion to compel response to interrogatory that required identification of all documents that “relate to” drills or safety security training exercises “over a decade long span,” and holding that interrogatory was “facially overbroad, and potentially sweep[s] in incidents that are not proximate in location, time, and may not even be remotely of the “same type”); Avante 4

Int’l Tech., Inc. v. Hart Intercivic, Inc., No. CIV. 07-169-DRH, 2008 WL 2074093, at *3 (S.D. Ill. May 14, 2008) (“the court finds that the request to identify ‘all documents that refer or relate to each such person's contribution’ to be overbroad and unduly burdensome, and sustains the objection to that part of the interrogatory’’); In re Urethane Antitrust Litig., No. 04-MD-1616JWL-DJW, 2008 WL 110896, at *1 (D. Kan. Jan. 8, 2008) (holding that a discovery request is overly broad and unduly burdensome on its face if it uses an “omnibus term” such as “relating to,” because “such broad language ‘make[s] arduous the task of deciding which of numerous documents may conceivably fall within its scope’”’); Roda Drilling Co. v. Siegal, No. 07-CV400-GFK-FHM, 2008 WL 2234652, at *2 (N.D. Okla. May 29, 2008) (finding that “many of the parties’ requests for production of documents are overbroad, as they request ‘all documents' relating to or concerning a subject’), reconsideration denied in part, 2008 WL 3892067 (N.D. Okla. Aug. 14, 2008); Cotracom Commodity Trading Co. v. Seaboard Corp., 189 F.R.D. 655, 665 (D. Kan. 1999) (holding that challenged discovery request was facially overbroad due to its use of the “omnibus phrase ‘relating to’”); Parsons v. Jefferson-Pilot Corp., 141 F.R.D. 408, 412 (M.D.N.C. 1992) (“[b]road and undirected requests for all documents which relate in any way to the complaint are regularly stricken as too ambiguous’). And, Plaintiff has expanded the dictionary definition of “relate” in her definition section to make any attempt at deciding what documents might fall within the requests impossible. Because all of the requests suffer from this fatal defect the court should sustain the objection and deny the motion to compel. However, there is more.

Til. EACH OF MS. MAXWELL’S OBJECTIONS IS APPROPRIATE 1. Request No. 1: All documents relating to communications with Jeffrey Epstein from 1999-Present. This request unabashedly seeks any record of 17 years of “communications” with Jeffrey Epstein. If, for example, Ms. Maxwell wrote a note to herself that a mutual friend discussed a recipe for rice pudding with Mr. Epstein in 2013 this “document” would be subject to production. The request is not limited by subject matter and therefore encompasses everything. This is a classic fishing expedition calculated to annoy, and harass Ms. Maxwell. The rational for the request is particularly disturbing: Plaintiff, with no evidence other than her self-serving and contradictory statements states: “ Communications with convicted sex offender Jeffrey Epstein for whom Defendant Maxwell is alleged to have assisted with his sexual trafficking activities are of the highest relevance in this case and must be produced.” (PI.’s M. Compel at 9). That’s it. No evidence, just hyperbole. The request is not limited to communications about trafficking or even communications related to the Plaintiff. This stunningly overbroad request fails and Ms. Maxwell’s objection should be sustained. Z: Request No. 3: All documents relating to communications with Andrew Albert Christian Edward, Duke of York (a.k.a Prince Andrew) from 1999-present. Even more tangential than Request No. 1, this request ask for “all documents relating to communications” for 17 years with Prince Andrew. Again, the request is not limited by any subject matter or person. It is not limited to communications about the Plaintiff, it is not even limited to communications about females. The purported justification for this overbroad request is Plaintiff's unsupported claim that “Maxwell is alleged [by Plaintiff and no one else] to have trafficked Ms. Giuffre to Prince Andrew when she was a minor.” (Pl’s M. Compel at 10). Plaintiffs unsatisfactory explanation for this request is that it may, uncover “communications between them regarding her trafficking” and “possible” communications regarding other females 6

or other individuals “involved with this activity”. Ud.) The request, however, as propounded, asks for much more than is rationally related to that explanation. The use of the word “possible” reveals that this request is a classic, prohibited fishing expedition. The request is overbroad and Ms. Maxwell’s objection should be sustained. 3. Request No. 6: All documents relating to communications with any of the following individuals from 1999 -the present: Emmy Taylor, Sarah Kellen, Eva Dubin, Glen Dubin, Jean Luc Brunel, and Nadia Marcinkova. This request is also not limited by subject matter or person and is, actually, six separate requests for production of documents. As support for these overbroad requests Plaintiff attached a deposition transcript from a separate litigation to which Ms. Maxwell was not a party in which the witness, Sarah Kellen, asserts her right to remain silent. (/d. at 11). Plaintiff neglects to disclose that Ms. Kellen asserted her Fifth Amendment right to every question asked of the witness. She refused to answer basic questions such as her then current address (3.24.2010 Tr. at 10); and what company she worked for as a model (id. at 97). There is no inference to be drawn from the, apparently unchallenged, assertions of privilege in an action that Ms. Maxwell was not a party and did not participate. There is no legal authority to support the claim that Ms. Kellen’s assertion of a privilege somehow spills over to become evidence relating to Ms. Maxwell. Plaintiff also attached partial documents purporting to be flight logs and phone records that, according to Plaintiff, establish communication with some of the listed individuals. Again, Ms. Maxwell’s reaction to this is “so what” because there is no nexus between any of this alleged evidence and Plaintiffs claims. Like the other requests the question is not reasonably targeted to obtain communications about the Plaintiff or even “sex trafficking.”

4, Request No. 7: All video tapes, audio tapes, photographs or other print or electronic media relating to females under the age of 18 from the period of 1999present. This request appears to cover books, DVDs, CDs, personal photographs and every other type of media that might “relate to” females under the age of 18. To respond to this request Plaintiff would apparently have Ms. Maxwell comb through her library to find literature “relating to” girls. A copy of the Nancy Drew series would be responsive to this request. Photographs of Ms. Maxwell as a child would be included. Any CD referencing a “girl” might be responsive. The list goes on and on. And, because Plaintiff failed to confer about this request before filing her motion to compel her self-imposed limitations are too little, too late. This request, as written is patently overbroad and the objection should be sustained. Further, the attached testimony from Mr. Rodriguez, again occurring in a proceeding to which Ms. Maxwell was not a party, lacks foundation and credibility. (Ud. at 12) It also, apparently, has nothing to do with the Plaintiff. a Request No. 8: All documents relating to your travel from the period of 1999present, including but not limited to, any travel on Jeffrey Epstein’s planes, commercial flights, helicopters, passport records, records indicating passengers traveling with you, hotel records, and credit card receipts. ; and Request No. 33: All travel records between 1999 and the present reflecting your presence in: (a) Palm Beach Florida or immediately surrounding areas; (b) 9 E. 71" Street, New York , NY 10021; (c) New Mexico; (d) U.S. Virgin islands; (e) any jet or aircraft owned or controlled by Jeffrey Epstein. Request Number 33 appears to be subsumed by the globally inclusive, unrestricted Request Number 8. Both requests fail in many ways. First, Plaintiff was living in another continent for the vast majority of the time covered by these requests. Plaintiff, by her own admission, was not traveling anywhere with Ms. Maxwell or Mr. Epstein after 2002. It would be reasonable, then, to assume that none of the requested records would establish any nexus

between Ms. Maxwell’s post-2002 travel and the events at issue in Plaintiff’s claim. If Plaintiff wanted records establishing her travel with Mr. Epstein or Ms. Maxwell that is what she should have asked for. Instead, she asked for every piece of information relating to Ms. Maxwell’s travel by planes, trains, automobiles, helicopters, boats, horses and bicycles. Read literally, Request Number 8 would require the production of 17 years of receipts for the purchase of gasoline at the neighborhood gas station, taxi receipts, lunch receipts, etc. for 17 years. The only records not covered would be those relating to Ms. Maxwell’s residence, which unfortunately, is covered by another overbroad request, Request Number 34. Although slightly more limited, Request Number 33 remains impermissibly overbroad. Again, Plaintiff was not in the northern hemisphere after 2002 so could not have been in these places. Further, the phrases 99 66. “immediately surrounding areas” “travel records” are impermissibly vague. 6. Request No. 10: All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999 — present, including payments for work performed, gifts, real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar project. Request Number 10 is overbroad because it asks for, essentially, any document that relates to anything of value, no matter how small, given from Mr. Epstein to Ms. Maxwell (or their respective related entities) for 17 years. It is not targeted to any person, event, or job. The request could be interpreted in many ways and could include any financial, banking or accounting record compiled over a 17-year time frame. As such, the request fails and Ms. Maxwell’s objection should be sustained.

oe Request No. 11: All documents relating to or describing any work you performed with Jeffrey Epstein, or any affiliated entity from 1999-present. Request Number 11 is unintelligible. Ms. Maxwell does not know what this request means and should not have to guess. Because the request is too vague to respond to the objection should be sustained. 8. Request No. 15: All video tapes, audio tapes, photographs or any other print or electronic media taken at a time when you were in Jeffrey Epstein’s company or inside any of his residences or aircraft. This request is another obvious fishing expedition. It is not limited by person, place or time and apparently includes pre-1999 material. According to Plaintiff, she hopes that these records will contain the image of “other underage girls or trafficked women,” which, according to Plaintiff “go to the claim in this case”. (PIl’s M. Compel at 17). Again, Plaintiff was not, according to her complaint, involved with Mr. Epstein before 1999 or after 2002. Plaintiff does not articulate how this material might “go to the claim in this case” and, accordingly, Ms. Maxwell’s objection should be sustained. 9. Request No. 17: All documents relating to communications with you and Ross Gow from 2005 — present. For the reasons stated repeatedly above, this request is also overly broad as there are no limitations for subject matter or person. Further, Plaintiff has offered no explanation as to the seemingly random time period of 2005 — present. More importantly, Ms. Maxwell has objected to this request on the grounds that it seeks documents protected by the attorney/client privilege and/or the work product doctrine. As discussed in her Supplemental Memorandum of Law in Response to Plaintiff's Motion to Compel Documents Subject to Improper Privilege, Ms. Maxwell’s withholding of these documents as privileged is proper. 10

10. Request No. 21: All telephone records associated with you including cell phone records from 1999 — present. Request No. 22: All documents relating to calendars, schedules or appointments for you from 1999 — present. Request No. 23: All documents relating to calendars, schedules or appointments for Jeffrey Epstein from 1999 — present. Request No. 24: All documents relating to contact lists, phone lists or address books for you or Jeffrey Epstein from 1999 — present. 99 66 These requests seek “all documents” “associated” with Ms. Maxwell’s phone records and 99 66. “all documents” “relating to” “the schedules and address books” of Ms. Maxwell and Jeffrey Epstein for 17 years. Plaintiff, again, offers no coherent explanation as to how any of these records might relate to her claim, in this case, that she was defamed. Because of the excessive scope of the requests the objections should be sustained. 11. Request No. 32: All documents related to communications with or interaction with Alan Dershowitz from 1999 — present. Here, Plaintiff is asking for information about communications with Alan Dershowitz for 17 years. Plaintiff's only argument in support of this request is “Maxwell’s communications with Dershowitz are directly relevant to the claim.” (Pl’s M. Compel at 22). Perhaps Ms. Maxwell’s communications with Mr. Dershowitz about Plaintiff may be discoverable and even relevant. Any and all documents “relating to communications” are not. Accordingly, the objection should be sustained. 2: Request No. 34: All documents reflecting your ownership or control of property in London between the years 1999 and 2002. Whether Ms. Maxwell owned or controlled property in London between 1999 and 2002 is not relevant to any issue in this case. Plaintiff claims that a photograph of her when she was 17 somehow establishes she was “trafficked”. She offers no actual explanation, however, for 11

how “documents reflecting” ownership or control of any “London” property is relevant or discoverable. The request is overbroad, not relevant, and the objection should be sustained. iL Request No. 37: All documents reflecting communications you have had with Bill or Hillary Clinton (or persons acting on their behalf), including all communications Whether or not Ms. Maxwell communicated with any member of the Clinton family is not relevant to any issue in this case. Again, Plaintiff asks for “all documents reflecting communications” for a 17-year time period. The only support for the request is Plaintiffs unsubstantiated claim that in an unrelated action Ms. Maxwell did not attend a deposition scheduled for July 1, 2010 because she had to attend to her mother. However, according to Plaintiff, Ms. Maxwell, 30 days later, attended the wedding of Chelsea Clinton. Taking care of an elderly mother in England and attending a wedding ceremony are not mutually exclusive events. This, again, has nothing to do with any issue in this case and the objection should be sustained. 13. Request No. 39: All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands. Seventeen years of “all documents reflecting training to fly a helicopter “ are not relevant to any issue in this case. Plaintiff does not allege that Ms. Maxwell flew her to a private island by helicopter; she does not allege that she has personal knowledge of someone actually being flown by Ms. Maxwell to a private island for the purpose of “sexual trafficking of underage girls.” She simply demands 17 years of documents because she says they are relevant. The request is overbroad and not relevant and Ms. Maxwell’s objection should be sustained. 12

IV. PLAINTIFF’S FAILURE TO CONFER WITH MS. MAXWELL PRIOR TO FILING HER MOTIONS TO COMPEL IS DISPOSITIVE It is likely that a conferral could have minimized many of the issues described above. Accordingly in addition to the substantive problems with the requests, detailed above, Plaintiff's Motions to Compel should be denied for the reasons articulated in Ms. Maxwell’s separate response regarding the lack of any conferral (Doc. # 42) incorporated by reference. Dated: March 7, 2016 Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. East 10th Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger@hmflaw.com Attorneys for Ghislaine Maxwell 13

CERTIFICATE OF SERVICE I certify that on March 7, 2016, I electronically filed this Defendant Ghislaine Maxwell’s Supplemental Memorandum of Law in Opposition to Plaintiff's Motion to Compel the Production of Documents Subject to Improper Objections with the Clerk of Court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley Boies, Schiller & Flexner, LLP East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com /s/ Brenda Rodriguez 14

United States District Court Southern District Of New York eRe tetera eects xX VIRGINIA L. GIUFFRE, Plaintiff, Vv. : GHISLAINE MAXWELL, : 15-cv-07433-RWS Defendant. ; Seca cee eeeecs, eeeeece been eee aeece eee X DEFENDANT’S SUPPLEMENTAL MEMORANDUM OF LAW IN RESPONSE TO PLAINTIFF’S MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE Laura A. Menninger HADDON, MORGAN, AND FOREMAN, P.C. East 10" Avenue Denver, CO 80203 303.831.7364

TABLE OF CONTENTS INTRODUCTION cites cc ctosssevecic thea cdeshace dette cn cd deseeeaditad ea ddasata celal ca ehosstesedia ides Gosden call shea aesaseenetned gees 1 Bliss h ae ate Mee RS mere ne ae ake att ean tak telat Ae cate ance ah tae tet Ate ane iN eine ttt 2 Failure to Confer Fatal to Plaintiff?s Motion ...........ccccccsssssssssssssssssssssssssssssssssssssssssaeees 2 Defendant’s Communication with Attorneys Philip Barden, Mark Cohen, and Brett Jaffe Are Protected by the Attorney-Client Communication Privilege (Entries 1, 2, 9 ANT): eovedscstast wins davethes eu Bates bctae nated oy ch bore ate Ba beste biaks os se eee a Se cee blocs cadeene 3 CCG IRE AOT SEW yricstriee nes A i ee ee see etter n at, cad seat A il aes ea dato ia 3 Maxwell’s Communications with her Attorneys Are Privileged..............ceseeeee 5 Plaintiff Well Aware These Attorneys Were Defendant’s Counsel .................00 7 Communications Among Maxwell, Her Attorney, and Her Agent Protected by Attorney-Client Privilege (Entries 8, 10, 12, 13, and 18)... eee eeeceeceeeeeeeteeeeeeeees 8 Common Interest Privilege Protects Communications with Gow, Epstein and Others nu asp Gui ndisd Speier eed a sees ea ace ed a uc p Vand ges e aaa eh gaara ucrdesen eatin ced sapdaie eines 10 Maxwell and her attorneys were involved in a common interest agreement with Epstein and his attorneys; :2aclasicessseccasavees dactasnaceees lesesaaandedancusnedenaseasanse dasdaceessoans 12 Maxwell and Epstein’s attorneys communicated with one another pursuant to the common interest agreement (Entry 16)... cece eesceeeeesscecseeceeeeseeesaeessaeeneeees 13 Maxwell and Epstein shared their attorneys’ respective legal advice, strategies and mental impressions pursuant to the common interest agreement (Entries 11VD eitopepedivinte hes eeiias el tea teeta acest eet eae alee edeea tees teed eee cee eeallcorees 13 Maxwell and Epstein exchanged documents pursuant to the common interest agreement in order to obtain legal advice (Entries 6, 7 and 19) oo... eeeeeeeee 14 Ms. Maxwell and Epstein shared information and advice to be forwarded to the others’ attorney for purposes of legal advice (Entries 14, 19 and 20)... 15 Ms. Maxwell’s Privilege Log Is Sufficient 2.0.0.0... cecceecceeseeeseeceeceeeeeeeeeneeesaeeeeeeees 1S CONCIEUSIOIN sic asai aed acedicgcaslacusacacaucasa'adadas na sdeantgc age siaaaitoes Sassuaes caniagcasta anaes ater sselas debuatbegesshats 17 il

TABLE OF AUTHORITIES Ambac Assur. Corp. v. Countrywide Home Loans, Inc., 998 N.Y.S.2d 329, 33] cece Il Anwar v. Fairfield Greenwich Ltd., 982 F.Supp.2d 260, 264 (S.D.N.Y. 2013) oe 3 Anwar, supra (citing Gucci Am., Inc. v. Guess ?, Inc., 271 F.R.D. 58, 65 (S.D.N.Y. 2010) Aurora Loan Servs., Inc. v. Posner, Posner & Assocs., P.C., 499 F.Supp.2d 475, 479 CO NGY 200 Te elien Tees recuse recesses nate eatin ee eee ees eee te oe 16 Auto. Club of New York, Inc. v. Port Auth. Of New York & New Jersey, No. 11 CIV. 6746 RKE HBP, 2012 WL 4791804, at *6 (S.D.N.Y. Oct. 9, 2012)... cee ceeceeceseceteceeenseeneees 2 Cf. In re Grand Jury Subpoenas Dated March 24, 2003, 265 F.Supp.2d 321, 330 CSD AIN BY 20 9 coated aerate cate cas dees oho ace raee aaah e occa seat ara Lo ators eco aad a hatade tot, 9 Chevron Corp v. Donziger, 2013 WL 4045326 (S.D.N.Y. 2013)......eceeeececeeeeceeneeeeneees 17 Egiazarayan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013)... eeecceesceeseeeeeeeeeceeeeeeeees 9 Gucci Am., Inc. v. Gucci, No. 07-CV—6820 (RMB)(JCF), 2008 WL 5251989, at *1 (uD INC Y AIDGC IS ZOOS Vise asic ssesscssavonuieentevaesaaih mtales acicersaoate wpa racine eae tuisansyiees 12, 14, 15 GUS Consulting GMBH v. Chadbourne & Parke LLP, 858 N.Y .S.2d 591, 593 (Sup. Ct. ING Gil ZOOS) 7: iersentcocns tale vats kis era Nines seneee mucelaly aaa tchesat Seameysoceuneiadtale iocedlacrteier aru 11 Hendrick v. Avis Rent A Car Sys., Inc., 944 F. Supp. 187, 189 (W.D.N.Y. 1996). ........... 8 Mileski v. Locker, 178 N.Y.S.2d 911 (Sup. Ct. Queens Cnty. 1958) 00... eeeeeeeteceeneeees 8 Millenium Health LLC v. Gerlach, 15-cv-7235 (WHP)(JLC), 2015 WL 9257444, at * 2 CSNY NDCC US 5 POY iar etog facies ce ace ltettay seve tarred tad aot alps Da nditd epee gy eda saceloceaa ees 12 ili

S.E.C. v. Yorkville Advisors, LLC, 300 F.R.D. 152, 155 (S.D.N.Y. 2014) wo. eee 16 Shaeffler v. United States, 806 F.3d 34, 40 (2d. Cir. Nov. 10, 2015) wee eceesenteeeeees 15 Stroh v. Gen. Motors Corp., 623 N.Y.S.2d 873, 874-75 (1st Dep’t 1995) oo. eeeeeeeee 8 United States v. Kovel, 296 F.2d 918 (2d Cir. 1961). wo... ccceeeeeesessssesessssssssssessreseeseeees 10 United States v. Schwimmer, 892 F.2d 237 (2d Cir.1989) 0.0... eeeeeeseseseseseseeeseseseseeeseees 11

Defendant Ghislaine Maxwell, by and through undersigned counsel, hereby submits this Response to Plaintiff's Motion to Compel Production of Documents Subject to Improper Claim of Attorney-Client Privilege and Common Interest Privilege’. For the reasons outlined below, the Court should deny Plaintiff's Motion to Compel Production of Documents Subject to Improper Privileges. INTRODUCTION Without a single conferral (despite multiple email and telephonic contacts between counsel in the interim weeks), Plaintiff unilaterally and frivolously challenges the assertions of privilege properly contained on a valid privilege log that Ms. Maxwell produced in response to Plaintiff's First Request for Production of Documents to Ghislaine Maxwell. Plaintiff feigns ignorance that Ms. Maxwell has been represented by Messrs. Philip Barden, Mark Cohen and Brett Jaffe during the last five years, yet submits to the Court documents demonstrating not only their representation but also Plaintiff's knowledge of said representations. Plaintiff claims that the presence of Ms. Maxwell’s agent Ross Gow on communications with her attorney destroyed the privilege, despite binding New York law to the contrary. Plaintiff asserts that Ms. Maxwell and Mr. Epstein and their counsel were not in a common interest agreement without once having conferred regarding that fact and with knowledge that all of the elements of a common interest agreement are satisfied in this case. ' Ms. Maxwell previously submitted a joint response (Doc. #42) to Plaintiff's Motions to Compel in which she argues that Plaintiffs failure to confer prior to filing her motions is, alone, grounds for this Court to deny her Motions. If the Court is inclined, however, to decide Plaintiff's Motions on the merits, Ms. Maxwell hereby submits a response to the merits of Plaintiff's Motion to Compel Production of Documents Subject to Improper Privileges. This response is timely to Plaintiff's Motion, filed electronically on February 26, 2016. 1

Rule 37 requires a certification of good faith conferral, something Plaintiff concededly failed to do, in advance of filing a Motion to Compel. While Plaintiff wishes to pick and choose which Rules of Civil Procedure she thinks should apply to her litigation, the rules apply equally to both sides. Raising proper objections and interposing appropriate privileges are demanded by the Rules of Civil Procedure. Plaintiff's hyperbole regarding “stonewalling” and un-reasonable delays in discovery should be dismissed. All of the delays could have been prevented had she served Requests for Production that tailored to the issues in this case and not some book or media deals she hopes to fulfill in the future. Likewise, her frivolous positions concerning privilege have caused the delay she decries. Plaintiff's failure to confer, as well as the binding Second Circuit and New York case law, dictate that her Motion to Compel Production of Documents Subject to Improper Privileges should be denied. ARGUMENT 1. Failure to Confer Fatal to Plaintiff’s Motion Plaintiff failed to confer regarding this Motion in advance of its filing and failed to include the required certificate pursuant to Rule 37(a)(1) of the Federal Rules of Civil Procedure (motion to compel “must include a certification that the movant has in good faith conferred or attempted to confer with the person or party failing to make disclosure or discovery in an effort to obtain it without court action”). This significant deficiency alone warrants the denial of this Motion. See, e.g., Auto. Club of New York, Inc. v. Port Auth. Of New York & New Jersey, No. 11 CIV. 6746 RKE HBP, 2012 WL 4791804, at *6 (S.D.N.Y. Oct. 9, 2012) (failure to make any attempts to resolve any specific discovery disputes “alone is a sufficient ground for denying the motion [to compel]’’).

Issues concerning privilege such as Plaintiff presents here are precisely the type that should be the subject of conferral. Plaintiff could simply ask whether any particular attorney was representing Ms. Maxwell at a specific time. Plaintiff could ask for more detailed descriptions of documents on the privilege log. Plaintiff could ask why British law was asserted on the privilege log. Indeed, all of the cases cited by Plaintiff involve such conferrals prior to judicial intervention. Such conferral would not be futile in this case with respect to privileges going forward and this Court should enforce Plaintiff's Rule 37 obligations with respect thereto. Il. Defendant’s Communications with Attorneys Philip Barden, Mark Cohen, and Brett Jaffe Are Protected by the Attorney-Client Communication Privilege (Entries 1, 2, 9 and 17) A. Choice of Law Regarding Ms. Maxwell’s communications with Brett Jaffe in 2011 as noted on the privilege log, she does not dispute that these are covered by the attorney-client communication privilege as defined by New York state law. Mr. Jaffe is a New York attorney. Menninger Decl. at Ex. B. Similarly, Mark Cohen likewise is a New York attorney. /d. at Ex. C. Ms. Maxwell consulted both regarding litigation pending in the US. Jd. at Ex. E, Maxwell Aff. at { 9-12. However, choice-of-law with respect to foreign attorney-client communications 1s governed by the “touch base” test. Under this test, the court must ascertain the country with 99 66 which the communications “touch base.” “[A] court should apply the law of the country that has the predominant or the most direct and compelling interest in whether [the] communications should remain confidential, unless that foreign law is contrary to the public policy of this forum.” Anwar v. Fairfield Greenwich Ltd., 982 F.Supp.2d 260, 264 (S.D.N.Y. 2013) (quoting Astra Aktiebolag v. Andrx Parms., Inc., 208 F.R.D. 92, 98 (S.D.N.Y. 2002)). “Communications concerning legal proceedings in the United States or advice regarding United States law are

typically governed by United States privilege law, while communications relating to foreign legal proceedings or foreign law are generally governed by foreign privilege law.” Anwar, supra (citing Gucci Am., Inc. v. Guess ?, Inc., 271 F.R.D. 58, 65 (S.D.N.Y. 2010)). As will be described more fully below, the privilege concerning Ms. Maxwell’s communications with Mr. Barden should be construed pursuant to British law. Ms. Maxwell, a dual-British / American citizen, retained Mr. Barden for the purposes of securing legal advice from a British lawyer for potential litigation in England under British law concerning press statements that were made in the British press. /d.at Ex. E. Likewise, to the extent that Mr. Gow was a participant in communications as between Mr. Barden and Ms. Maxwell, those also should be construed pursuant to British law. Mr. Gow is a British press relations specialist, hired as an agent consistent with British law, to render assistance to Ms. Maxwell’s counsel in England, for purposes of potential litigation in England. Jd. Given the time allotted for response in connection with this Motion to Compel Documents Privileges and Plaintiff's failure to confer regarding this issue, Ms. Maxwell has not had sufficient time to secure appropriate affidavits, documents and legal opinions concerning British law’s attorney-client privileges but has been advised that British law extends the attorney-client communication to any of a client’s agents (also considered “associates” of the client). Should the Court be inclined to overlook Plaintiff's failure to confer, Ms. Maxwell respectfully requests an additional two weeks within which to secure appropriate documentation and supporting affidavits under British law with respect to the question of the attorney-client privilege under British law and its applicability to a client’s agents. See also Fed. R. Civ. P. 44.1 (permitting Court to consider “any relevant material or source” to determine issue of foreign law).

Without waiver of the choice-of-law issue, Ms. Maxwell submits that the privilege also applies to her communications under New York law and so provides argument and authority herein on that law as well. B. Maxwell’s Communications with her Attorneys Are Privileged The two Requests for Production Implicated in this Motion are:” DOCUMENT REQUEST NO. 17 All documents relating to communications with you and Ross Gow from 2005 — present. DOCUMENT REQUEST NO. 19 All documents relating to your deposition scheduled in the matter of Jane Doe v. Epstein, 08-80893, United States Southern District of Florida. As argued elsewhere, both of these Requests are overly broad and not relevant to any party’s claim or “proportional to the needs of this case.” FRCP 26(b)(1). Ms. Maxwell interposed her objections and also produced a privilege log containing any documents responsive to these requests which were privileged, specifically, documents covered by the attorney-client privilege. Ms. Maxwell has been represented at various times by attorneys Brett Jaffe, Mark Cohen and Philip Barden. Mr. Jaffe represented Ms. Maxwell in connection with a scheduled deposition. See Menninger Decl. at Ex. E, Maxwell Aff. at { 9. After Mr. Jaffe left the firm, his successor on the case was Mark Cohen. Both Mr. Jaffe and Mr. Cohen were affiliated with the law firm Cohen & Gresser, LLP. Mr. Cohen, a named partner, is still associated with that firm. See id. at Ex. C. * The entry number 9, a communication solely between Ms. Maxwell and her attorney Philip Barden, was erroneously placed on the Privilege Log. It is not responsive to any of Plaintiffs discovery requests.

Ms. Maxwell also has been represented for quite some time in the United Kingdom by solicitor Philip Barden. Mr. Barden is a partner with Devonshires Solicitors. See Menninger Decl. at Ex. D. Devonshires Solicitors issued the cease and desist letter to the British press following Plaintiff's first paid interview with the Daily Mail in March 2011 in which she made false allegations about and concerning Ms. Maxwell. That cease and desist letter was attached to Defendant’s Motion to Dismiss (Menninger Decl. in Support of Motion to Dismiss, Doc. #16-1, Ex. B) and to Plaintiff's Reply (McCawley Decl. in Reply, Doc. #24-2, Ex. 2). Mr. Barden’s representation of Ms. Maxwell relates to potential civil litigation in the United Kingdom concerning defamation. Ms. Maxwell’s communications with Mr. Barden were made for the purpose of seeking and obtaining legal advice, and Mr. Barden provided such legal advice. Mr. Barden did not provide business advice to Ms. Maxwell. See Maxwell Aff. at {[ 2. Likewise, Messrs. Jaffe and Cohen’s representation of Ms. Maxwell related to and concerned a deposition. Jd. at { 9. Ms. Maxwell solicited legal advice from Messrs. Jaffe and Cohen for the purpose of that deposition and they in fact supplied legal advice. Plaintiff speculates that Ross Gow “was involved in so many communications with Jaffe and Barden” that the purpose of the communications must have been public relations matters. First, not a single one of the communications with Jaffe involved Mr. Gow. Second, the privilege log does not contain all of the communications Plaintiff had with her attorneys. Rather, Plaintiff's Request Number 17 sought “all communications related to communications with you and Ross Gow from 2005 — present.” Thus, the only communications with Mr. Barden on the privilege log are those between Mr. Gow and Mr. Barden in which Mr. Gow was a participant or which were otherwise included in other privileged communications.

Plaintiff further complains that Defendant’s Rule 26 Disclosures revealed that Defendant “may” use the email communications between herself and Mr. Barden “to support Defendant’s claims or defenses.” (Pl.’s M. Compel at 11-12). Should Defendant choose to affirmatively waive her attorney-client privilege with Mr. Barden, those emails would likely lose their privileged status. However, that is not a decision Ms. Maxwell has yet reached, especially at this early stage of the litigation given she has not even filed her Answer or Counterclaims. C. Plaintiff Well Aware These Attorneys Were Defendant’s Counsel Plaintiff knew or should have known at the time she filed this Motion to Compel that Messrs. Jaffe, Cohen and Barden were Ms. Maxwell’s attorneys. In Plaintiff's Motion to Compel based on Improper Objections, she actually supplied to the Court an exhibit which lists Mr. Jaffe as Ms. Maxwell’s counsel. (Pl’s Mot. Compel - Objections, Ex. 8, Doc. #36-9 at 11). Likewise, Mr. Jaffe worked at Cohen & Gresser, LLP. Jd. The named partner of Mr. Jaffe’s firm is Mark Cohen, as a simple internet search confirms. Menninger Decl. at Ex. C. Thus, Plaintiff had in her possession and actually provided to the Court proof that Ms. Maxwell was represented by these two attorneys. Her assertion that Ms. Maxwell “has not even claimed that she has an attorney-client relationship with ... Jaffe” is patently frivolous. (Pl’s M. Compel at 10). Likewise, her designation of Mark Cohen as a “non-attorney” (id. at 9) is similarly frivolous. Further, Plaintiff submitted to the Court in Opposition to the Motion to Dismiss, a cease and desist letter issued by Devonshires Solicitors, Mr. Philip Barden’s firm. See McCawley Decl. in Support of Plaintiff's Opp’n to Motion to Dismiss at Ex. 2. She also, admittedly, possesses Defendant’s Rule 26 disclosures listing Mr. Barden as counsel for Ms. Maxwell and his communications with her as attorney-client privileged. (Pl.s’ M. Compel at 11).

Finally, Ms. Maxwell’s privilege log lists Mr. Barden and Mr. Jaffe as “Esq.” and notes their communications are attorney-client privileged. Plaintiff presents no credible argument that Ms. Maxwell’s communications with her counsel should not be afforded the attorney-client communication privilege. Plaintiff's Motion with respect to entry numbers 1, 2, 9 and 17 should therefore be denied. III. Communications Among Maxwell, Her Attorney, and Her Agent Protected by Attorney-Client Privilege (Entries 8, 10, 12, 13 and 18) Without waiver of Ms. Maxwell’s position that British law should control the question, even under New York law, Mr. Gow’s participation in communications among and between Ms. Maxwell and her counsel are privileged. “New York courts have recognized that the attorney-client privilege may attach to communications between a client's agent and an attorney.” Hendrick v. Avis Rent A Car Sys., Inc., 944 F. Supp. 187, 189 (W.D.N.Y. 1996). “As a general rule, a communication by a client to his attorney by any form of agency employed or set in motion by the client is within the privilege.” Mileski v. Locker, 178 N.Y.S.2d 911 (Sup. Ct. Queens Cnty. 1958); see also First Am. Commercial Bancorp, Inc. v. Saatchi & Saatchi Rowland, Inc., 868 N.Y .S.2d 425, 427 (4th Dep’t 2001) (“[w]hile communications made between a defendant and counsel in the known presence of a third party generally are not privileged, an exception exists for ‘one serving as an agent of either attorney or client’”); Stroh v. Gen. Motors Corp., 623 N.Y.S.2d 873, 874-75 (1st Dep’t 1995) (“communications made to counsel through ... one serving as an agent of ... [the] client to facilitate communication, generally will be privileged”’). Mr. Ross Gow is the agent for Ms. Maxwell, as Plaintiff acknowledges. Complaint {| 29 (Maxwell “directed her agent, Ross Gow’’); ¥ 30 (“speaking through her authorized agent’’). 8

Plaintiff wrongfully relies on Egiazarayan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013) (Gorenstein, Magistrate J.). That case, unlike this one, involved a public-relations firm hired specifically for litigation purposes by counsel to conduct a litigation-related public relations campaign on behalf of the client. That public relations firm assisted in a media campaign thereafter, which was relevant to the lawsuit alleging violation of New York anti-SLAPP provision. The decision concerned a subpoena for documents that the client had shared with the public relations firm. Jd. at *4. By contrast, Mr. Gow acted as Ms. Maxwell’s agent for a number of years. Maxwell Aff. at J 6. He provided information to Mr. Barden, Ms. Maxwell’s counsel, at Ms. Maxwell’s request regarding press inquiries so as to further Mr. Barden’s ability to give appropriate legal advice to Ms. Maxwell regarding potential defamation litigation in the United Kingdom. As Ms. Maxwell’s agent, Mr. Gow’s involvement in providing Mr. Barden with information was necessary and critical for Mr. Barden to render proper legal advice concerning, among other things, the law of “fair comment” under UK law. Cf. In re Grand Jury Subpoenas Dated March 24, 2003, 265 F.Supp.2d 321, 330 (S.D.N.Y. 2003) (“the ability of lawyers to perform some of their most fundamental client functions — such as (a) advising the client of the legal risks of speaking publicly and of the likely impact of possible alternative expressions, (b) seeking to avoid or narrow charges brought against the client, and (c) zealously seeking acquittal or vindication — would be undermined seriously if lawyers were not able to engage in frank discussions of facts and strategies with the lawyers’ public relations consultants.”). This case is particularly distinguishable from those relied upon by Plaintiff because the very nature of the issue in this case is defamatory statements to the press and responses thereto. Whereas public relations may not be an integral topic to other litigations (or potential litigations),

the need for input from a client’s agent who is a press specialist is particularly potent when the issue is fair comment, litigation against the British press or the ability to respond to false statements levied by Plaintiff in the British press and elsewhere. In a scenario such as this, the press specialist agent is as integral to the discussion as an accountant is to a litigation that concerns a client’s finances. See United States v. Kovel, 296 F.2d 918 (2d Cir. 1961). Additionally, the communications among Mr. Gow, Mr. Barden and Ms. Maxwell occurred between January 9-21, 2015, a period which post-dates the issuance of Ms. Maxwell’s only statement to the press on January 2, 2015 (and the alleged reference back to that statement on January 4, 2015). See Complaint { 30, 31, 37. Plaintiff has not demonstrated that these postpress release documents are relevant, nor calculated to lead to relevant and admissible evidence.” Mr. Gow acted as Ms. Maxwell’s agent in communications to, with and among Ms. Maxwell and her attorney, Mr. Philip Barden on dates subsequent to the press release at issue here. His provision of information was a necessary part of Mr. Barden’s ability to give cogent legal advice to Ms. Maxwell concerning matters of litigation in the United Kingdom. To the extent that New York law even applies to those communications, it shields involvement of a client’s agent and Plaintiff's Motion with respect to entry numbers 8, 10, 12, 13 and 18 should therefore be denied. IV. Common Interest Privilege Protects Communications with Gow, Epstein and Others “The purpose of the attorney-client privilege is to enable attorneys to give informed legal advice to clients, which would be undermined if an attorney had to caution a client about > Ms. Maxwell also objected to Request No. 17: “All documents relating to communications with you and Ross Gow from 2005 — Present” on grounds other than privilege, including inter alia, “calls for production of documents that are irrelevant to this action and not reasonably calculated to the discovery of admissible evidence.” Plaintiff did not assert in her Motion to Compel — Improper Objections that the period subsequent to the issuance of the press release was relevant (See Doc. #35 at 17-18) and thus has waived that argument. 10

revealing relevant circumstances lest the attorney later be compelled to disclose those circumstances.” Shaeffler v. United States, 806 F.3d 34, 40 (2d. Cir. 2015). “While the privilege is generally waived by voluntary disclosure of the communication to another party, the privilege is not waived by disclosure of communications to a party that is engaged in a ‘common legal enterprise’ with the holder of the privilege. Under United States v. Schwimmer, 892 F.2d 237 (2d Cir.1989), such disclosures remain privileged ‘where a joint defense effort or strategy has been decided upon and undertaken by the parties and their respective counsel ... in the course of an ongoing common enterprise ... [and] multiple clients share a common interest about a legal matter.’ Id. at 243 ‘The need to protect the free flow of information from client to attorney logically exists whenever multiple clients share a common interest about a legal matter.’ Jd. at 243." (emphases added). As New York’s Appellate Division, First Department recently found, "pending or reasonably anticipated litigation is not a necessary element of the common-interest privilege." Ambac Assur. Corp. v. Countrywide Home Loans, Inc., 998 N.Y .S.2d 329, 331 (1st Dep’t 2014). Moreover, “a total identity of interest among the participants is not required under New York law. Rather, the privilege applies where an interlocking relationship’ or a limited common purpose’ necessitates disclosure to certain parties.” GUS Consulting GMBH v. Chadbourne & Parke LLP, 858 N.Y.S.2d 591, 593 (Sup. Ct. N.Y. Cnty. 2008) (internal citations omitted). * “The common interest privilege is an exception to the rule that the presence of a third party will waive a claim that a communication is confidential. It requires that the communication otherwise qualify for protection under the attorney-client privilege and that it be made for the purpose of furthering a legal interest or strategy common to the parties asserting it.” San Diego Gas & Elec. Co. v. Morgan Stanley Senior Funding, Inc., No. 150017/15, 2016 WL 634951, at *1 (1st Dep’t Feb. 18, 2016). 11

Importantly for purposes of this case, “[t]he joint defense privilege may apply as between two individuals within a joint defense effort, regardless of the presence of an attorney.” Millenium Health LLC v. Gerlach, 15-cv-7235 (WHP)(JLC), 2015 WL 9257444, at * 2 (S.D.N.Y. Dec. 18, 2015). “If information that is otherwise privileged is shared between parties that have a common legal interest, the privilege is not forfeited even though no attorney either creates or receives that communication. For example, if an attorney provides legal advice to a client ... the client can repeat that advice to a co-defendant outside the presence of any attorney without causing the privilege to be waived.” Gucci Am., Inc. v. Gucci, No. 07-CV—6820 (RMB)(JCF), 2008 WL 5251989, at *1 (S.D.N.Y. Dec. 15, 2008). A. Maxwell and her attorneys were involved in a common interest agreement with Epstein and his attorneys. Beginning at least on December 30, 2014, Ms. Maxwell and her attorneys were engaged in a common interest agreement with Mr. Epstein and his attorneys. On that date, Plaintiff filed a pleading in the U.S. District Court for the Southern District of Florida falsely alleging that Ms. Maxwell participated in sex crimes against Plaintiff and others and also falsely alleged that Ms. Maxwell conspired with Mr. Jeffrey Epstein in sex crimes committed by him.” By her pleading, Plaintiff sought to join that Crime Victims’ Rights Act litigation pursuant to pursue a remedy: force the Government to withdraw its non-prosecution agreement against Mr. Epstein so that she could pursue charges against him and others, including Ms. Maxwell. Plaintiff's sworn pleading contained false statements about both Ms. Maxwell and Mr. Epstein. Her pleading was unsuccessful: In April 2015, District Court Judge Marra struck the portions of her pleading having to do with Ms. Maxwell and others, denied Plaintiff the ability to Curiously, Plaintiff has not even provided this pleading which she references in Complaint under her Rule 26(a)(1) obligations. 12

join as a party to that case, and suppressed portions of her pleading from public access. Prior to that, in January 2015, Ms. Maxwell and Epstein both shared a common legal interest in defending themselves against Plaintiff's false allegations. The fact that neither Ms. Maxwell nor Epstein was a party to a litigation involving Plaintiff is immaterial to their shared legal interest. Ambac, 998 N.Y.S.2d at 331. Likewise, that common shared interest extended not only to their lawyers (Barden and Cohen for Maxwell; Weinstein and Dershowitz for Epstein), but also to Ms. Maxwell’s agent, Ross Gow, who had issued the January 2, 2015, press statement. B. Maxwell and Epstein’s attorneys communicated with one another pursuant to the common interest agreement (Entry 16). The attorneys orally engaged in to a common interest agreement and in reliance on that agreement, shared documents, legal advice, impressions and strategies with one another to facilitate their common goal of exposing Plaintiff's false statements. Entry number 16 on the privilege log reflects such communications between Plaintiffs attorney, Philip Barden, and Epstein’s attorney, Martin Weinberg on January 12-13, 2015. The emails’ subject lines read: “Attorney Privileged Communication — subject to mutual interest privilege,” and the contents include both attorneys’ mental impressions, references to evidence, litigation strategy decisions and the like. Indeed, the emails would not be responsive to any request made by Plaintiff but for the fact that Ms. Maxwell’s attorney forwarded the email chain to her and she forwarded it to Epstein, as discussed more fully below. C. Maxwell and Epstein shared their attorneys’ respective legal advice, strategies and mental impressions pursuant to the common interest agreement (Entries 11-15). Ms. Maxwell and Epstein forwarded to one another emails they had received from their respective counsel containing counsel’s mental impressions, legal advice and litigation strategy. e Entry number 11 is an email from Ms. Maxwell forwarding to Epstein (without comment) emails reflected in entries 12 and 13, that is, communications from her 13

own attorney, Mr. Barden, to her (as to which Mr. Gow was copied on one, and directed to Mr. Gow and copied to Ms. Maxwell as to the other). Mr. Barden provided in emails at entries 12 and 13, legal advice to Ms. Maxwell. e Entry numbers 14 and 15 likewise reflect emails on January 11 and January 13 wherein (a) Epstein forwards to Ms. Maxwell a communication to and from his attorney (Alan Dershowitz in that case); (b) Epstein forwards to Ms. Maxwell a communication from his attorney (Martin Weinberg in that case) regarding Weinberg’s communications with Barden, and (c) Ms. Maxwell forwards to Epstein emails from her counsel, Mr. Barden, containing Mr. Barden’s legal advice and mental impressions. “Tf an attorney provides legal advice to a client ... the client can repeat that advice to a codefendant outside the presence of any attorney without causing the privilege to be waived.” Gucci Am., 2008 WL 5251989, at *1; accord Millenium Health, 2015 WL 9257444, at * 2. Pursuant to their common interest agreement, Ms. Maxwell and Mr. Epstein shared their lawyers’ advice to one another via email and thus “outside the presence of any attorney,” without causing their privilege to be waived. Plaintiff's Motion to Compel with Respect to entries 11-15 should therefore be denied. D. Maxwell and Epstein exchanged documents pursuant to the common interest agreement in order to obtain legal advice (Entries 6, 7 and 19). Similarly, Ms. Maxwell engaged in communications with Mr. Epstein reflecting exchanges of documents pursuant to the common interest agreement. As reflected at entries numbered 6 and 7, Ms. Maxwell requests of Mr. Epstein a particular document and then send a different document to Mr. Epstein (as well as his counsel, Mr. Dershowitz) of importance to their common interest in disproving Plaintiff's false allegations. Similarly, in entry number 19 as pertains to the January 21 email, Ms. Maxwell forwarded to Epstein a communication (entry number 18) received from her agent that was sent to Barden for purposes of obtaining legal advice. In the same way that sharing one’s lawyer’s 14

legal advice with a fellow member of the common interest agreement does not waive the privilege, nor does the sharing of documents. Gucci, supra (“Tf information that is otherwise privileged is shared between parties that have a common legal interest, the privilege is not forfeited even though no attorney either creates or receives that communication.”’). E. Ms. Maxwell and Epstein shared information and advice to be forwarded to the others’ attorney for purposes of legal advice (Entries 14, 19 and 20). Entry numbers 14, 19 and 20 contain some emails between Ms. Maxwell and Mr. Epstein which reflect the sharing of their respective opinions, recollections, requests for information and advice. The purpose of these communications was to communicate information to be shared with their respective counsel for purposes of seeking and receiving legal counsel. These communications ought likewise to be privileged under the common interest agreement. “The need to protect the free flow of information from client to attorney logically exists whenever multiple clients share a common interest about a legal matter.” Shaeffler v. United States, 806 F.3d 34, 40 (2d. Cir. Nov. 10, 2015) (quoting United States v. Schwimmer, 892 F.2d 237 (2d Cir.1989) (“While the privilege is generally waived by voluntary disclosure of the communication to another party, the privilege is not waived by disclosure of communications to a party that is engaged in a ‘common legal enterprise’ with the holder of the privilege.”). Plaintiff's Motion to Compel as pertains to entry numbers 14, 19 and 20 that reflect communications between Ms. Maxwell and Epstein for purposes of sharing information with their attorneys should be denied as well. V. Ms. Maxwell’s Privilege Log Is Sufficient Finally, Plaintiff complains that Ms. Maxwell’s privilege log insufficiently describes the “subject matter” of the communications. Plaintiff cites three cases from the Southern District of 15

New York, describes them as “controlling precedent” and demands an in camera review of the subject documents. First, Ms. Maxwell’s privilege log satisfies the requirements of FRCP 26(c)(5) and Local Rule 26.2(a)(2). Local Rule 26.2(a)(2)(A) governs “documents”® and requires “(i) the type of document, e.g., letter or memorandum; (ii) the general subject matter of the document; (iii) the date of the document; and (iv) the author of the document, the addressees of the document, and any other recipients and, where not apparent, the relationship of the author, addressees, and recipients to each other.” Notably, the Local Rule exempts the requirements where “divulgence of such information would cause disclosure of the allegedly privileged information.” To have provided more detailed descriptions of the subject matter in this case would have revealed the privileged information contained within the documents and therefore the general descriptions are sufficient. Second, this type of issue is ripe for conferral among the parties in advance of court intervention. The three cases cited by Plaintiff are instructive. In Aurora Loan Servs., Inc. v. Posner, Posner & Assocs., P.C., 499 F.Supp.2d 475, 479 (S.D.N.Y. 2007), the privilege log did not indicate the nature of the privilege asserted nor the parties to the communications. Nevertheless, the parties engaged in conferral, after which additional documents and an amended privilege log were produced which still omitted key information. It was only then the magistrate judge found that the privilege had been waived. In S.E.C. v. Yorkville Advisors, LLC, 300 F.R.D. 152, 155 (S.D.N.Y. 2014), the privilege logs failed to include the identities of the parties, as well as the subjects of the communications. Over the course of nine months, the parties engaged in ° Plaintiff erroneously cites to the requirements of Local Rule 26.2(a)(2)(B) which apply to “oral communications,” not relevant here. 16

several rounds of conferrals regarding the log, a pre-motion conference with the magistrate during which he found the log inadequate, and only then the requesting party sought leave to file a motion to compel. Finally, in Chevron Corp v. Donziger, 2013 WL 4045326 (S.D.N.Y. 2013), the court held that, while the document descriptions were insufficient, the log nevertheless contained the authors, recipients, dates and specified a privilege and so the proper remedy was to afford the withholding party the “opportunity to supplement his privilege log with descriptions of communications adequate to allow [his opponent] to assess whether the privilege is properly asserted.” Id at *3. Moreover, the complaint about the privilege log in that case arose after several rounds of motions to compel over the course of months. Ms. Maxwell’s privilege log complies with the Federal and Local Rules, any omitted information from the descriptions would have revealed the privileged information, and Plaintiff utterly failed to confer regarding any purported deficiencies. There is no ground for either finding a waiver of privilege or conducting an in camera review under these circumstances. CONCLUSION For the foregoing reasons, Ms. Maxwell requests that Plaintiff's Motion to Compel Production of Documents Subject to Improper Claim of Privileges be denied. To the extent the Court is inclined to disallow Ms. Maxwell’s assertion of attorney-client privilege with respect to communications with British solicitor, Mr. Philip Barden, Ms. Maxwell requests an Order permitting two weeks additional time to secure affidavits and other materials pertinent to British law concerning attorney-client privilege, including its protection for agents of the client. Alternatively, Ms. Maxwell requests the Court to hold the Motion in abeyance until such time as the parties have actually met and conferred regarding the Motion’s contents. C7.

Dated: March 7, 2016. Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on March 7, 2016, I electronically served this DEFENDANT’S MEMORANDUM OF LAW IN RESPONSE TO PLAINTIFF'S MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE via ECF on the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com /s/ Brenda Rodriguez Brenda Rodriguez 18

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK sd Ri Bete NS NS a SIL SSI RENE FN ON XxX VIRGINIA L. GIUFFRE, Plaintiff, i V. 15-cv-07433-RWS GHISLAINE MAXWELL, Defendant. EA aes ee Nae ae xX DECLARATION OF LAURA A. MENNINGER IN SUPPORT OF DEFENDANT?’S RESPONSE TO PLAINTIFF’S MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER PRIVILEGE I, Laura A. Menninger, declare as follows: 1. I am an attorney at law duly licensed in the State of New York and admitted to practice in the United States District Court for the Southern District of New York. [ama member of the law firm Haddon, Morgan and Foreman. P.C., counsel of record for Defendant Ghislaine Maxwell (“Maxwell”) in this action. I respectfully submit this declaration in support of Maxwell’s Response to Plaintiff's Motion to Compel the Production of Documents Subject to Improper Privilege. Ze Attached as Exhibit A is a true and correct copy of the statement dated January 2, 2015, issued by Ross Gow on behalf of Ghislaine Maxwell. De Attached as Exhibit B is a true and correct copy of the attorney profile for Brett D. Jaffe of Alston & Bird, formerly of Cohen & Gresser, LLP.

4, Attached as Exhibit C is a true and correct copy of the attorney profile for Mark S. Cohen of Cohen & Gresser, LLP. Se Attached as Exhibit D is a true and correct copy of the profile for Philip Barden of Devonshires Solicitors. 6. Attached as Exhibit E is a true and correct copy of Affidavit of Ghislaine Maxwell and two pertinent exhibits. I declare under penalty of perjury that the foregoing is true and correct. Executed on March 7, 2016 in Denver, Colorado. By: /s/ Laura A. Menninger Laura A. Menninger

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Case 1:15-cv-07433-RWS Document 47-1 Filed 03/07/16 Page 2 of 2 From: <ross@acuityreputation.com> Date: 2 January 2015 at 20:38 Subject: Ghislaine Maxwell To: Rossacuity Gow <ross@acuityreputation.com> bec: martin.robinson@mailonline.co.uk, P.Peachey@independent.co.uk, nick.sommerlad@mirror.co.uk, david. brown@thetimes.co.uk, nick.alway@bbc.co.uk, jo-anne.pugh@bbc.co.uk To Whom It May Concern, Please find attached a quotable statement on behalf of Ms Maxwell. No further communication will be provided by her on this matter. Thanks for your understanding. Best Ross Ross Gow ACUITY Reputation Jane Doe 3 is Virginia Roberts - so not a new individual. The allegations made by Victoria . Roberts against Ghislaine Maxwell are untrue. The original allegations are not new and have been fully responded to and shown to be untrue. Each time the story is re told it changes with new salacious details about public figures and world leaders and now it is alleged by Ms Roberts that Alan Derschowitz is involved in having sexual relations with her, which he denies. Ms Roberts claims are obvious lies and should be treated as such and not publicised as news, as they are defamatory. Ghislaine Maxwell's original response to the lies and defamatory claims remains the same. Maxwell strongly denies allegations of an unsavoury nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such old defamatory claims. Sent from my BlackBerry® wireless device GM_00068

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Brett D. Jaffe - Professionals - Alston & Bird LLP Case 1:15-cv-07433-RWS Brett D. Jaffe Partner brett.jaffe@alston.com Mr. Jaffe’s practice focuses on the litigation of complex corporate and commercial disputes, securities, shareholder and derivative litigation; corporate control and M&A litigation; and real estate litigation. Mr. Jaffe represents corporate and individual clients in many industry sectors at the trial and appellate levels in federal and state courts throughout the United States, as well as in arbitration and other ADR forums. He has particular expertise in representing hedge funds, private equity funds (and their portfolio companies), venture capital funds, investment advisory firms, and broker-dealers. Mr. Jaffe also has extensive experience in white-collar criminal and enforcement proceedings (including investigations undertaken by the DOJ, SEC, CFTC, FINRA and various other regulators), and internal investigations on behalf of corporations, boards of directors and audit/special committees. Mr. Jaffe is a graduate of New York University School of Law. In addition to his extensive litigation experience, Mr. Jaffe served as a vice president at a multi-strategy hedge fund, where he was responsible for negotiating and structuring PIPE financing transactions and participated in the management of the fund’s investment portfolio. Experience Represented a group of hedge funds in connection with litigation brought in the United States District Court for the Southern District of New York against an Asian sovereign wealth fund, asserting violations of the federal securities laws in connection with debt offering. Represented a major U.S. broker-dealer and its affiliates in the defense of multidistrict litigation resulting from a failed leveraged buyout. Represented a leading U.S. broker-dealer in the defense of federal class action litigation arising out of an offering of approximately $700 million of RMBS mortgage pass-through certificates. The matter settled on terms favorable to client. Represented a major U.S. broker-dealer in connection with a series of FINRA arbitration proceedings arising out of the sale of auction rate securities and the subsequent collapse of the auction rate securities market. Completed arbitrations have resulted in three outright victories for the client, resulting in denial of claims seeking aggregate damages in excess of $250 million. « Represented a major U.S. airline in successful litigation brought in the United States District Court for the Eastern District of Virginia against one of the world’s largest hospitality companies, seeking expedited injunctive relief stemming from the breach of a joint marketing agreement between the parties. Represented a leading U.S. investment fund in connection with litigation arising out of a failed real estate and private equity transaction. Represented a Philadelphia-based investment advisory firm in the successful defense of litigation in the Eastern District of New York alleging breach of fiduciary duty and violations of the federal Document 47-2 Filed 03/07/16 FrA0S 6: Closh/professionals/brett-jaffe/ Offices: New York T: 212-210-9547 F: 212-210-9444 Related Services Litigation Class Action Financial Services Litigation Government & Internal Investigations Securities Litigation Commercial Education New York University (J.D., 1997) University of Michigan (B.A., 1994) Admitted To Practice New York 3/7/2016 1:01 PM

Brett D. Jaffe - See ee ales Fie 03/07/76 29S 3,01 th professionals/brett-jaffal ERISA statute. Represented a major Houston-based oil and gas production and marketing company in connection with litigation in the Southern District of New York alleging breach of contract, fraud and conversion in connection with a series of complex oil and gas financing transactions. Obtained complete dismissal of the litigation in the district court and argued appeal in the Second Circuit, affirming the dismissal. Represented a major Texas-based hedge fund in connection with a complex civil litigation brought in the Commercial Division of the New York State Supreme Court relating to the client’s participation in a lending syndicate under a credit facility and the borrower's (a major television station owner) alleged violation of various financial covenants in the operative credit agreement. Represented a major U.S. airline in connection with litigation in the Southern District of New York and the Western District of North Carolina related to contract disputes arising out of the airline’s lease of several Boeing 737 commercial aircraft. Represented a former senior corporate executive in connection with various civil litigations related to the alleged back-dating of employee stock options. Represented a leading global investment banking, securities and investment management firm and several of its investment funds and senior executives in connection with litigation alleging fraudulent conveyance, breach of fiduciary duty, unjust enrichment, and professional malpractice claims arising out of the leveraged buyout of an entity in which the funds held a significant private equity stake. Represented a major media company and a number of its senior officers and directors in connection with all civil litigation, including various shareholder class actions and derivative cases, arising out of the media company’s sale of a biopharma company’s stock. Represented a manufacturer of natural hand sanitizer and surface disinfectant products in connection with an investigation by the Maryland Attorney General's Office related to sales practices and advertising claims. Represented the president of a Dallas-based natural gas trading firm in connection with a joint investigation by the CFTC and Manhattan District Attorney's Office alleging impropriety in natural gas futures trading. Represented a senior corporate executive in connection with a Department of Justice investigation of alleged price-fixing in the market for TFT-LCD display panels. Represented a major broker-dealer in connection with parallel SEC and USAO investigations relating to the alleged misuse of material non-public information in the client's retail and institutional equities businesses. Represented the former general counsel of a major securities exchange in connection with an SEC investigation and subsequent Wells process related to the exchange’s option-order handling rules, News 2 of 3 3/7/2016 1:01 PM

Case 1:15-cv-07433-RWS Document 47-2 Filed 03/07/16 Page 4 of 4 Brett D. Jaffe - Professionals - Alston & Bird LLP http://www.alston.com/professionals/brett-jaffe/ e Alston & Bird Client Blu Funds Wins Ruling on Sovereign Immunity On behalf of client Blu Funds, Alston & Bird secured a significant victory in the U.S. Court of Appeals for the Second Circuit. February 11,2016 Press Release ¢ Alston & Bird Welcomes Brett Jaffe to Its Litigation & Trial Practice Group Alston & Bird today announced Brett Jaffe has joined the firm’s New York office as a partner in the Litigation & Trial Practice Group. June 16,2014 Inthe News Publications ¢ "TRENDS in Litigation," Winter 2015 Trends features updates on key litigation issues and highlights Alston & Bird's broad and diverse litigation practices. Our Winter 2015 edition is filled with a variety of short articles addressing interesting and timely topics. January 7,2015 Publications “Litigation: Lessons Learned from the Dell Saga in Going-Private Transactions,” InsideCounsel, January 9, 2074. January 9,2014 Publications “Litigation: Delaware Court Decision Lowers Bar for Insurgent Director Slates,” InsideCounsel, December 26, 2013. December 26, 2013 Publications “Litigation: Forcing the Foreign Debtor to Keep Its Promises,” InsideCounsel, December 12, 2013. December 12, 2013 Publications “Litigation: The Erosion of the Fraud-on-the-Market Presumption of Reliance in Securities Class Action,” InsideCounsel, December 5, 2013. December 5, 2013 Publications Memberships and Affiliations e Member, American Bar Association (Co-Chair, Private Equity Litigation Sub-Committee, Section of Litigation) « Member, Federal Bar Council « Member, Securities Industry and Financial Markets Association (SIFMA) ©2016 ALSTON & BIRD LLP 3 of 3 3/7/2016 1:01 PM

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Mark S Cohen | Cohen coe es Fee ORO TLS ERAS S013 /attomeysimark-s-cohen COHEN & GRESSER LLP Mark S Cohen Partner Mark Cohen is a partner of the firm, which he co-founded in 2002, and is head of the firm's Litigation and Arbitration and White Collar Defense groups. Mark’s litigation practice includes complex commercial litigation, real estate litigation, shareholder, securities, and derivatives litigation, corporate control and M&A litigation, and antitrust litigation. He also focuses on white collar defense, regulatory enforcement, and internal investigations, where he represents ® companies, financial institutions, corporate boards and their committees, and individual clients in white collar criminal cases, federal and state regulatory proceedings, proceedings before self-regulatory organizations, and corporate internal investigations. Since 2011, he has served as a court-appointed monitor for the largest fire department in the country following his appointment by the U.S. District Court for the Eastern District of New York. The monitorship involves implementing the Court's remedial order following a lawsuit alleging racial discrimination. Mark is a magna cum laude graduate of the University of Michigan Law School, where he was a Note Editor of the Law Review. He formerly practiced with Fried, Frank, Harris, Shriver & Jacobson and served as an Assistant United States Attorney for the Eastern District of New York. Mark has been selected by Chambers USA guide as a “Leading Individual” in the White Collar Crime and Government Investigations category each year since 2013, is regularly recognized by The Best Lawyers in America in the Criminal Defense: White Collar category, and has been a member of Law360's editorial advisory board for its white collar coverage since 2014. He has also been named a “Local Litigation Star” in the last four editions of Benchmark Litigation and has been included as one of New York's Super Lawyers for Business Litigation each year since 2008. In 2014 and 2015, Mark was selected by Super Lawyers as one of the top 100 lawyers in the New York metropolitan area. Practice Areas Litigation and Arbitration White Collar Defense Civil Antitrust Criminal Antitrust Class Action Defense Criminal Defense Commercial Litigation FCPA/Anti-Corruption Securities Litigation Internal Investigations Regulatory Enforcement Education University of Michigan Law School (J.D., magna cum laude, 1987); Cornell University (B.A., Phi Beta Kappa, 1984) Bar Admissions | of 2 3/7/2016 1:01 PM

Case 1:15-cv-07433-RWS Document 47-3 Filed 03/07 16 Page 3 of 3 Mark S Cohen | Cohen & Gresser LLP https://www.cohengresser.com/attorneys/mark-s-cohen New York State; U.S. District Courts for the Southern and Eastern Districts of New York; U.S. Court of Appeals for the Second Circuit Activities and Affiliations Board of Trustees, Federal Bar Council Member, Securities Industry and Financial Markets Association (Compliance and Legal Division) Member, Law360 Editorial Advisory Board (for White Collar Coverage) Former Co-Chair, Securities Subcommittee of the Committee on Commercial and Business Litigation, American Bar Association Member, American Bar Association (Section on Litigation) Board of Trustees, Supreme Court Historical Society Member, New York City Bar Association Board of Directors, New York Council of Defense Lawyers, 2008-2011 Member, UJA-Federation of New York (Lawyers Division, Criminal Law Group) 2 of 2 3/7/2016 1:01 PM

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Case 1:15-cv-07433-RWS Document 47-4 Filed O3/DTITE Fags 2.0f 3 Philip Barden | Devonshires Solicitors shires.com/dt_team/philip-barden/ Philip Barden Partner HOW CAN WEHELP? __ Type and hit enter to search Se HEHE LCL ES USA LILO SSE SSS ESSE eLearn ae eE 500 1 of 4 3/7/2016 1:02 PM

Philip Barden | Devonshiee SSidid? “cv-07433-RWS Document 47-4 Filed OST AG wh AOR SHO! com/dt_team/philip-barden/ HOME STRENGTHS PEOPLE NEWS EVENTS evonshnires solichors PUBLICATIONS JOIN US CONTACT US | notable cases / recent work Philip has alSO been assisting soldiers in Philip has been undertaki various police enquiries being under taken in investigations into fraud and also to id Northern Ireland as part of the Bloody Sunday anonymous bloggers abusing social m« Inquiry News & Press Philip is regularly quoted in the press, including the Solicitors Journal, Inside Housing and the New Law Journal. | Awards Philip was the winner of the Centre for Effective Dispute 2 of 4 3/7/2016 1:02 PM

Case 1:15-cv-07433-RWS Document 47-5 Filed 03/07/16 Page 1 of 7 EXHIBIT E

Case 1:15-cv-07433-RWS Document 47-5 Filed 03/07/16 Page 2 of 7 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK saa aiac aaa eyes eecee ease eo eee ee cocnseees x VIRGINIA L. GIUFFRE, Plaintiff, v. 15-cv-07433-RWS GHISLAINE MAXWELL, Defendant. selene tais bem pneeeabeecaseseveneaessdeeeaseeeace es x AFFIDAVIT OF GHISLAINE MAXWELL I, Ghislaine Maxwell, swear and affirm as follows: 1. On March 4, 2011, I hired Philip Barden of Devonshires Solicitors in London, England to represent me with respect to legal matters in England & Wales. He has represented me continuously since that time. 2, I sought and received legal advice from Mr. Barden concerning my rights in the United Kingdom to pursue defamation claims. I never sought or received business advice from Mr. Barden. a Mr. Barden’s legal advice to me concerned matters of English law. To my knowledge, he is not admitted to practice law in the United States. 4, My communications with Mr. Barden were made for the purpose of receiving legal advice from him. I expected that my communications with Mr. Barden would remain confidential.

Case 1:15-cv-07433-RWS Document 47-5 Filed 03/07/16 Page 3 of 7 5. On March 10, 2011, Mr. Barden issued a cease and desist statement to the British press concerning Virginia Roberts’ false allegations about me and fabrication of events published in the British press. That cease and desist statement is attached hereto as Exhibit A. 6. At the same time I hired Mr. Barden, I hired Ross Gow to act as my agent. As my agent, my communications with Mr. Barden to which Mr. Gow was privy are covered by attorney-client privilege in the United Kingdom as well as my contract with Mr. Barden. 7. Mr. Gow issued a statement to the British Press on my behalf on January 2, 2015. That statement is attached hereto as Exhibit B. 8. I did not issue any statement thereafter concerning or relating to Virginia Roberts or the matters alleged by her, either in the British press or elsewhere. 9. In 2009, I hired Brett Jaffe of Cohen & Gesser LLP to represent me in connection with a deposition notice and related matters in the United States. 10. Mr. Jaffe represented me for several years. 11. At some point, Mr. Jaffe left Cohen & Gesser, LLP. After he left, Mark Cohen, also of Cohen & Gesser, LLP, continued as my legal counsel. 12. My communications with Mr. Jaffe and Mr. Cohen were made for the purpose of receiving and soliciting legal advice from them. 13; I expected that my communications with Mr. Jaffe and Mr. Cohen would remain confidential.

Case 1:15-cv-07433-RWS Document 47-5 Filed 03/07/16 Page 4 of 7 14. I understand attorney Martin Weinberg to be acting as an attorney for Mr. Jeffrey Epstein. That representation has spanned several years, including 2015. 13. I understand that Alan Dershowitz also represented Mr. Jeffrey Epstein for many years. 16. I understood that my communications to Mr. Epstein concerning legal advice were to be confidential as pursuant to a common interest agreement between us and our respective counsel.

sratzor — WA A ) county or S\te-{oXQ_) Subscribed and sworn to me, acy of March, 2016 by Ghislaine Maxwell. ELLIOT C. GOLDMAN ‘a Notary Pubtio, Massachusetts mission Expites September 28, 2018 ~— Rotate tet Nees ee, Ghislaine Maxwell ssa ae ch sn a va nena enentinennora eda adelts ttantabaceasinstels cena SAAR

Case 1:15-cv-07433-RWS Document 47-5 Filed 03/07/16 Page 6 of 7 Case 1:15-cv-07433-RWS Document 16-1 Filed 12/01/15 Page 10 of 26 Statement on Behalf of Ghislaine Maxwell Page 1 of 2 Share this P R Hub Subscribe by Email... page Breaking News | Entertainment | Sports | Business | Politics | Science | Technology | Odd News | Health | Law More Older News Statement on Behalf of Ghislaine Maxwell BY DEVONSHIRES SOLICITORS, PRNE WEDNESDAY, MARCH 9, 2011 LONDON, March 10, 2011 - Ghislaine Maxwell denies the various allegations about her that have appeared recently in the media. These allegations are all entirely false. It is unacceptable that letters sent by Ms Maxwell's legal representatives to certain newspapers pointing out the truth and asking for the allegations to be withdrawn have simply been ignored, In the circumstances, Ms Maxwell is now proceeding to take legal action against those newspapers. "I understand newspapers need stories to sell copies. It is well known that certain newspapers live by the adage, "why let the truth get in the way of a good story." However, the allegations made against me are abhorrent and entirely untrue and | ask that they stop,” said Ghislaine Maxwell, "A number of newspapers have shown a complete lack of accuracy in their reporting of this story and a failure to carry out the most elementary investigation or any real due diligence. Iam now taking action to clear my name," she said, Medie contact: Ross Gow Acuity Reputation Tel: +44-203-008-7790 Mob: +44-7778-755-251 Email: ross@acuityreputation.com Media contact: Ross Gow, Acuity Reputation, Tel: +44-203008-7790, Mob: +44-7778-755-251, Email: ross at acuityreputation.com : Filed under: Government and Policy, Law, Media Tags: Devonshires Solicitors, London, March 10, United Kingdom GOVERNMENT AND POLICY MARCH 10 NEWS NEWS CSA Group Selects Frankfurt, Germany for Tech Mahindra Opens a new European Headquarters new Development sao acts x : Centre in Bonn, The Kirst International Gateway to Africa Germany Conference in Geneva; Africa&apos;s Challenges Today and Tomorrow Website Optimisation and Internet Marketing Central Saint Martins and Method Launch From Weblinx Accelerator to Drive Innovation and Support UK Economic Growth Sir Paul McCartney : . , Supports BUAV North East Lincolnshire Council Campaign to end Cruel Employees&apos; Ideas Win Votes . SMTWT FS 20 212223 2425 26 2728 1234 5 6 7 8 910 li 12 Puen ere cis OLR R me teckel BAT e it Mecting an Feb 4: Den Relaso Sacial CAM Tags: hat fead, fmeg Secs ee SCPE T AS tata Lid Exhibit A http://pr.gaeatimes.com/statement-on-behal(-of-ghislaine-maxwell-4255 |/ 8/24/2015

Case 1:15-cv-07433-RWS Document 47-5 Filed 03/07/16 Page 7 of 7 From: <ross@acuityreputation.com> Date: 2 January 2015 at 20:38 Subject: Ghislaine Maxwell To: Rossacuity Gow <ross@acuityreputation.com> bcc: martin.robinson@mailonline.co.uk, P.Peachey@independent.co.uk, nick.sommerlad@mirror.co.uk, david. brown @thetimes.co.uk, nick.alway@ bbc.co.uk, jo-anne.pugh@bbc.co.uk To Whom It May Concern, Please find attached a quotable statement on behalf of Ms Maxwell. No further communication will be provided by her on this matter. Thanks for your understanding. Best Ross Ross Gow ACUITY Reputation Jane Doe 3 is Virginia Roberts - so not a new individual. The allegations made by Victoria Roberts against Ghislaine Maxwell are untrue. The original allegations are not new and have been fully responded to and shown to be untrue. Each time the story is re told it changes with new salacious details about public figures and world leaders and now it is alleged by Ms Roberts that Alan Derschowitz is involved in having sexual relations with her, which he denies. Ms Roberts claims are obvious lies and should be treated as such and not publicised as news, as they are defamatory. Ghislaine Maxwell's original response to the lies and defamatory claims remains the same. Maxwell strongly denies allegations of an unsavoury nature, which have appeared in the British press and elsewhere and reserves her right to seek redress at the repetition of such old defamatory claims. Sent from my BlackBerry® wireless device Exhibit B GM_00068

USDC SDNY DOCUMENT ELECTRONICALLY FILED UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK I VIRGINIA L. GIUFFRE, Plaintiff, 15 Civ. 7433 (RWS) - against ORDER GHISLAINE MAXWELL, Defendant. Sweet, D.J. Plaintiff’s motions to compel, filed February 26, and Defendant’s motion for a protective order, filed March 2, 2016, / shall be heard at noon on March , 2016 in Courtroom 18C, United States Courthouse, 500 Pearl Street. It is so ordered. New York, NY March 6 , 2016

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Stee eaten eaten is eten ea eta ee ates! xX VIRGINIA L. GIUFFRE, Plaintiff, Ws : GHISLAINE MAXWELL, : 15-cv-07433-RWS Defendant. : phi Be aout date ee xX DEFENDANT?’S REPLY IN FURTHER SUPPORT OF MOTION FOR PROTECTIVE ORDER Laura A. Menninger HADDON, MORGAN, AND FOREMAN, P.C. East 10" Avenue Denver, CO 80203 303.831.7364

TABLE OF CONTENTS INTRODUCTION is essa cies sheosd tarasiens Sentaces Los diacaonccg cub taaens suniaaundseadeus yonned oevnents mena ddorddeaea mae 72 3.6 4 Bi) 01h Lean preset ere ent ren RSE Src OEE Ener ETC OPES REESE Ral eiPOED OPIS EOUSSE, TEREST cre COREE fA OPEONTSEVTEOT ar RCT AN I. PLAINTIFF’S PROPOSED ORDER IS INADEQUATE AND CONTRARY TO FED. Ri CVV 2 Pe 20 Auiniusverusdepectantanshiunen sean mareanese tyes vasa suiabsdociaupracesuare naval araunamaanerpee A. The Proposed Opening Paragraph and the Purposes and Limitations Raragraph: are: Based on False Premises: cvnsinssvssorasesncnasnuadosesanoemsnvioeseuss iemenvone B. The Proposed Changes to Paragraph 3 are Unnecessary ...........c:sesscccceceeeeeeeesensneees C. The Proposed Changes to Paragraph 4 Gut the Protective Order...........c::ccesseeeeees D. The Proposed Changes to Paragraph 5 Make the Order Unenforceable .................. E. Adopting the Proposed Changes to Paragraph 11 Would Make the Disclosure Process Cumbersome and Unpredictable .............ceecececcceeeseeseeeecececeeeeeeneeeeeeeeeeeeeees F. Proposed Paragraph 13 Adds Another Layer of Unnecessary Uncertainty.............. G. Proposed Paragraph 14 Should Be Subject to a Reasonable Time Limitation ........ H. Paragraph 15 Fails for the Same Reasons as Paragraph 5 ............csseececeeeesteeeeeeeeee COIN CTEISSILIIN ics occt os camesu sess ctauiynn vinseatenstuaadbatiesusebatasayyba usta shaduch seigeuaaahigcapaabybanserayuneausivandlghaanenss il

TABLE OF AUTHORITIES Martindell v. Int’l Tel. & Tel. Corp., 594 F.2d 291, 295 (2d Cir. 1979) Seattle Times Company v. Rhinehart, 467 U.S. 20, 35 (1984) ...cccccsccceessececsssteceeesssseeeeeseaeeeenees Z. Securities and Exchange Commission v. Gilbert, 79 F.R.D. 683 (S.D.N.Y. 1978) United States v. Hines, 110 A.F.T.R.2d 2012-6363, 2012 WL 5182910 (E.D.N.Y. Oct. 17, 2012) ili

INTRODUCTION Plaintiffs response to a routine request for a plain vanilla protective order is both disturbing and revealing. It is disturbing because Plaintiff incorrectly and disingenuously attempts to re-cast the history of discovery issues in this case to support her equally disingenuous “non-protective” order. Revealing, because the “non-protective” order proposed by Plaintiff exposes her true motives: First, her continued desire to use this Court and the discovery process to promote her fantastical story to the media; second, her tactical plan to bully potential witnesses into silence by inappropriate threat of criminal prosecution. The Court should reject the “non-protective” order proposed by Plaintiff and enter the reasonable, and enforceable, order submitted by Ms. Maxwell. The True Facts Plaintiff, on February 4, 5 and 12, 2016, unilaterally and without conferral noticed a number of depositions in Florida and New York to occur shortly after the notices were served. It would have been obvious to any experienced trial lawyer that it was unlikely, given the short time frame, lack of notice, and significant travel, that opposing counsel would not be available on dates chosen without conferral in contravention of this Court’s Local Rule 26.4. Not surprisingly, Counsel for Ms. Maxwell was unavailable on the dates unilaterally selected by Plaintiff. Counsel for Ms. Maxwell attempted to have a professional conversation about an orderly discovery plan and, contemporaneously with that request, on February 12, suggested that the parties present a stipulated motion for protective order to the Court. Counsel for Ms. Maxwell received no response to this request and, accordingly, on February 20, sent a draft of a protective order to Plaintiff. This draft was, at first, ignored. When pressed, Plaintiff provided a revised

protective order that contains traps and loopholes rendering it meaningless. Thus, Ms. Maxwell was forced to file her request for a protective order with the Court. Ms. Maxwell has a real need for a protective order in this case. Plaintiff and her counsel have made numerous statements to the media about Ms. Maxwell and others. Plaintiff, in this matter, has repeatedly attached transcripts from unrelated matters, news articles about public figures, material obtained from government investigations, and discovery obtained in other cases to her hyperbolic pleadings. These attachments appear to be directed at the media as they have no real relation to any issues before the Court. The attachments are simply a mechanism to make information available to the media in the hope of generating publicity. Likewise, and in contravention of this Court’s Practice Standards 1(A), Plaintiff attaches correspondence between counsel while misrepresenting the facts relating to those communications. The Law Under Rule 26(c) of the Federal Rules of Civil Procedure any party may move the court, for good cause shown, for a protective order regarding pretrial discovery “which justice requires to protect a party or person from annoyance, embarrassment, oppression or undue burden or expense.” Fed. R.Civ.P. 26(c). “Although the Rule contains no specific reference to privacy or to other rights or interests that may be implicated, such matters are implicit in the broad purpose and language of the Rule.” Seattle Times Company v. Rhinehart, 467 U.S. 20, 35 (1984). Confidentiality orders are intended “to “secure the just, speedy, and inexpensive determination’ of civil disputes by encouraging full disclosure of all evidence that might conceivably be relevant.” Martindell v. Int’l Tel. & Tel. Corp., 594 F.2d 291, 295 (2d Cir. 1979). Unless protective orders are “fully and fairly enforceable,” persons relying upon such orders will be inhibited from providing essential testimony and information in civil litigation, “thus

undermining a procedural system that has been successfully developed over the years for disposition of civil differences.” Id. ARGUMENT I. PLAINTIFF’S PROPOSED ORDER IS INADEQUATE AND CONTRARY TO FED. R. CIV. P. 26 A. The Proposed Opening Paragraph and the Purposes and Limitations Paragraph are Based on False Premises The “Opening Paragraph” of Plaintiff's proposed protective order falsely claims that she is a victim, other witnesses are victims, and Ms. Maxwell is a perpetrator. Thus, according to Plaintiff, the language of a standard, neutral, protective order must be changed to accommodate only those claiming to be victims and not those falsely accused. Plaintiff cites no authority for this proposal which is inapposite to Fed. R. Civ. P. 26 and the law of this Circuit. It is a regular practice for courts to include language in protective orders that protect the interests of parties and witnesses who may be accused of crimes. See, e.g., Martindell, supra; United States v. Parcels of Land, 903 F.2d 36, 43 (1st Cir. 1990) (acknowledging that the district court had entered a protective order prohibiting the use of the claimant's “deposition transcript, interrogatory answers and affidavit in any criminal proceeding brought against him by the United States Attorney for the District of Massachusetts,” with certain exceptions); Securities and Exchange Commission v. Gilbert, 79 F.R.D. 683, 687 (S.D.N.Y. 1978) (ordering the SEC “not to furnish the U.S. Attorney specially with any information procured in the course of discovery in this case’). Protective orders can also serve as “an accommodation to defendants that are entitled to assert their Fifth Amendment rights in a civil lawsuit involving the government.” United States v. Hines, 110 A.F.T.R.2d 2012-6363, 2012 WL 5182910, at *4 (E.D.N.Y. Oct. 17, 2012). The Eastern District of New York discussed “the intersection of a court's power to issue a protective 2

order prohibiting the use of discovery obtained in a civil litigation in other proceedings, and a party's constitutional right to assert the Fifth Amendment privilege ....” Jd. at *3. The court held, in part, that the magistrate judge had not erred by issuing a protective order “despite the potential burden it may place on the government's ability to bring parallel civil and criminal proceedings ones AG, AL? TY, Plaintiff quibbles with the language describing the information to be protected, claiming that it is “overbroad.” This language, however, is not Defendant’s creation, it is taken almost verbatim from Fed. R. Civ. P. 26(c)(1) which states: “The court may, for good cause, issue an order to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense....” Plaintiff proposes a Purposes and Limitations revision to include a “good faith” certification. Counsel for Ms. Maxwell understand their professional obligations under the Rules of Civil Procedure and the Rules of Professional Conduct. They have and will act pursuant to those rules. No such provision is needed to regulate the conduct of Ms. Maxwell’s lawyers. B. The Proposed Changes to Paragraph 3 are Unnecessary Plaintiff takes exception to the use of the word “implicates” and substitutes “covered by” and then proceeds to provide her own definition of “covered by” which cannot be found in any dictionary. In fact, use of the colloquial phrase “covered by” is imprecise and subject to many interpretations as the word “covered” has, depending on the dictionary, 13 to 14 definitions including defining a sexual act between horses. See, e.g. “Cover,” Merriam-Webster Online Dictionary, 2015 ed., available at www.merriam-webster.com/dictionary/cover (last accessed March 9, 2016); see also “Cover,” Cambridge Dictionaries Online, 2016 ed., available at dictionary.cambridge.org/us/dictionary/English/cover (last accessed March 9, 2016). Implicates,

on the other hand, is easily understood and means: to involve as a consequence, corollary, or natural inference. “Implicate,’” Merriam-Webster Online Dictionary, 2015 ed. Plaintiff wants to add the phrase “or any non-party that was subject to sexual abuse.” The obvious question raised by this proposal is: According to whom? Will the parties be able to challenge the claim of the non-party that the individual was “subject to sexual abuse.” The protective order proposed by Ms. Maxwell covers this problem by allowing either party to designate information as confidential. Under Ms. Maxwell’s proposal if the Plaintiff wanted to designate the information of a non-party as confidential she could, without any “sexual abuse” qualifier. GC. The Proposed Changes to Paragraph 4 Gut the Protective Order Paragraph 4 provides: “Confidential information shall not be disclosed or used for any purpose except the preparation and trial of this case.” Plaintiff suggests adding: “and any related matter, including but not limited to, investigations by law enforcement.” The use of the slippery phrase “and any related matter, including but not limited to” makes any order meaningless. With this language Plaintiff would be free to claim anything is a “related matter” and disseminate confidential information to anyone. As discussed above, protection from government investigations is a valid and “vital function” of a protective order under F.R.C.P. 26(c). Martindell, supra, at 295. Given that the allegations relating to Plaintiff's claims, depending on the version, occurred over a decade ago, the likelihood of any prosecution related to Plaintiff, as an alleged victim, appears unlikely. However, Plaintiff seems to want the specter of some theoretical prosecution to hang over this case as a scare tactic. A witness adverse to Plaintiff would be reluctant to testify and may be bullied into asserting a Fifth Amendment privilege to avoid the potential of information being forwarded to a prosecutor by the Plaintiff or her lawyers. 7

D. The Proposed Changes to Paragraph 5 Make the Order Unenforceable Plaintiff proposes to dilute the enforceability of the order by adding the following to the list of people who can lawfully possess the information: “(h) any person (1) who authored or received the particular Protected Material; (2) who has or had at any point in time access to the Protected Material outside of the context of this action; or (3) for which there is a good faith basis to conclude that the individual has earlier received or seen such Protected Material; and (j) any other person by written agreement of the parties or by Order of a Court of competent jurisdiction.” Proposed subjection (h)(1) seems to apply to anyone who is the recipient of the Protected Material. Thus, an email or postage stamp renders the order meaningless. Plaintiff’s (h)(2) makes it virtually impossible for an aggrieved party to enforce the order because the person in possession of the Protected Material simply has to claim that they, at any point in time, “had access to” the Protected Material. “Access to” is a very broad term. A burglar has “access to” an unprotected house. A hacker has “access to” an unprotected computer. Simply because someone has “access to” something does not confer the right to have it. And, it would be time consuming, expensive, and likely futile to attempt to prove when someone did, or did not, have “access to” the material. Subsection (h)(3) further muddies Plaintiff's murky swamp of disclosure. If Plaintiff or her lawyers have a “good faith basis to conclude” that someone has either “received” (and apparently not looked at) or “seen” (which would imply receipt followed by viewing) Plaintiff or her lawyers can disseminate Protected Material to that person. Seemingly, if either Plaintiff or her lawyers are tricked by someone in the press or otherwise and have a “good faith” but

mistaken “basis to conclude” that the reporter has at some time “received” or “‘seen” the material they are free from sanctions. E. Adopting the Proposed Changes to Paragraph 11 Would Make the Disclosure Process Cumbersome and Unpredictable As originally proposed, paragraph 11 provides for a very straightforward and predictable process: a party designates information that she deems confidential as such; the other party can object, in writing, to the designation. If the parties can resolve the disagreement within 10 days it is resolved without Court intervention. If not, it is incumbent on the objecting party to file a motion asking for the Court’s assistance in resolving the matter. Plaintiff's proposal, however, allows an unlimited amount of time to object to a confidentiality designation. Invariably, this will lead to some attempt to game the process by delaying the objection process. Moreover, if something is designated as confidential and the parties rely on that designation it would be inappropriate to then, potentially months after the fact, litigate the designation. This proposal results in sloppy work and an unreliable process. In addition, Plaintiff in her proposed paragraph 11 has injected a new category of designation, “highly confidential-attorneys’ eyes only.” It is unclear why this designation would apply in this case and this designation, if appropriate, should be subject to a different, more individualized process. And, the “highly confidential” documents are not referenced in paragraph 12. Presumably these types of documents would be destroyed at the conclusion of the case. F. Proposed Paragraph 13 Adds Another Layer of Unnecessary Uncertainty Ms. Maxwell’s proposed protective order does not limit any party’s ability to restrict documents. Accordingly, should Plaintiff or Ms. Maxwell believe that a non-party’s deposition contains confidential information either party is free to designate it as such. If neither of the

parties believed that the information should be afforded confidential treatment it makes no sense for a non-party to, apparently at any time, request confidential treatment. If a non-party has a particular interest that is inconsistent with that of the parties they are free to request a separate protective order that addresses that concern. G. Proposed Paragraph 14 Should Be Subject to a Reasonable Time Limitation Ms. Maxwell does not object to the addition of a provision that allows either party to claw back documents inadvertently not designated as Confidential. However, without any restriction as to the time each party has to exercise this right, the burden on the receiving party of “undertaking best efforts to retrieve all previously distributed copies from any recipients now ineligible to access the Protected Material” can become unreasonably onerous. Ms. Maxwell thus proposes that paragraph 14 be modified to require that the producing party be given a reasonable time, not to exceed thirty days, to claw back any inadvertently undesignated document. H. Paragraph 15 Fails for the Same Reasons as Paragraph 5 Paragraph 15 is a restatement of Plaintiff's proposed changes to paragraph 5 and fails for the same reasons. CONCLUSION The Orders of a United States District Court Judge should be understandable and enforceable. The language proposed by Plaintiff renders the Protection Order neither. The Protective Order offered by Ms. Maxwell is neutral, understandable, and enforceable. It is the type of order routinely entered in U.S. District Courts and should be entered in this case.

Dated: March 9, 2016 Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on March 9, 2016, I electronically served this DEFENDANT’S REPLY IN Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com FURTHER SUPPORT OF MOTION FOR PROTECTIVE ORDER via ECF on the following: /s/ Nicole Simmons Nicole Simmons

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Somaly Mam Foundation Closes Somaly Mam, left, and actress Susan Sarandon attend the Somaly Mam Foundation NYC benefit gala in 2009. AMY SUSSMAN/GETTY WORLD SOMALY MAM The Somaly Mam Foundation, a nonprofit organization dedicated to combating sex trafficking in Cambodia, has “officially ceased all operations, ended all grant funding and permanently closed [its] doors,” ————————— 18. Although the statement, signed b Rev s former board of direct ak: oe say why it had shut its doors for\yood ‘dAninitation and its ene unde» Somaly Mam, have hem prided eal _ journalist $: wrote a cover story about Ors Neerweek in ~ cP > © Sx In his story, iS many S. of Mam’ tite someting her tale of being abaiidor ni er parents gi raised by a tytannicalycharacter she called “Grandfather Cwho later sold, he to sexual sia) — Were fabrications. He also reported that Mam had ings young Cambodian Bil to lie about their pasts as sex slaves to drum up backing for the Somaly Foundation. Marks interviewed employees of AFESIP, Mam’s ch n Caepbodia, one of whom called Mam ” “moody,” as “erftitled,” a far cry from her beneficent public x rs s Try Newswie & aly $1.25 per week “tyrannical, image. In April, before t &, appeared in Newsweek, but after Marks had made repeated requests fo a a with Mam as part of his reporting for Newsweek and Cambodia a Gina Reiss-Wilchins, the Somaly Mam Foundation’s executive director, announced the foundation had retained the law firm Goodwin Procter to conduct an independent investigation into questions about Mam and her methods. The results of that investigation were not released to the public, but, “as a result of http://www.newsweek.com/somaly-mam-foundation-closes-278657[ 3/7/2016 1:48:01 PM]

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Case 1:15-cv-07433-LAP Document 52 Filed 03/14/16 Page 1 of 2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Se a ee ree eee X VIRGINIA L. GIUFFRE, Plaintiff, Vv. GHISLAINE MAXWELL, 15-cy-07433-RWS Defendant. ae he eee nee X MOTION FOR ADMISSION PRO HAC VICE Pursuant to Rule 1.3 of the Local Rules of the United States Courts for the Southern District of New York, I Jeffrey S. Pagliuca, hereby move this Court for an Order for admission to practice Pro Hac Vice to appear as counsel for Defendant, Ghislaine Maxwell in the abovecaptioned action. I am in good standing of the bar of the state of Colorado and there are no pending disciplinary proceedings against me in any state or federal court. Dated: March 14, 2016

Case 1:15-cv-07433-LAP Document 52 Filed 03/14/16 Page 2 of 2 submitted, Jeffrey 8. Pagliuca, Atty. Reg. #12462 HADBON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 jpagliuca@hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on March 14, 2016, I electronically served this MOTION FOR ADMISSION PRO HAC VICE via ECF on the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley@bsfllp.com

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. / PLAINTIFF, VIRGINIA GIUFFRE’S REPLY IN RESPONSE TO DEFENDANT’S SUPPLEMENTAL MEMORANDUM OF LAW IN RESPONSE TO PLAINTIFF’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS BOIES, SCHILLER & FLEXNER LLP David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

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TABLE OF CONTENTS Page TABEE-OF AU THORIDIES wievesstasciucl ava vines meals eaaaet ee avin Suitian ata tate ea raete eee il 1 PRELIMINARY: Ss EACREMEN Dhehscscrstoeh at alana ec onan Noa ake Oak as. oe atu oe ons 1 TL -ACRGUMIEINGD ocjcnasshcsuccn hss succlaasiacertsaecadeasia can) suneueasterscisdaasunadeaeiacagbaadam mania veoteaasaniacepisetaabes 2 A. Ms. Giuffre’s Relevant Period Is Appropriate.............cccccccescceseceseeeneecseeceeeceeeeeeaeeeaeees 2 1. Defendant is Taking a Disingenuous Position Regarding Her Objections to Piatti: S Tame Peri Od chat sas cigs see saylees adie sree etaea da cates cepa a a 2 2. Ms. Giuffre’s Post-2002 Discovery Requests Are Narrowly Tailored To Seek Specific, Relevant Evidence Of Defendant’s Continued Involvement In Jeffrey Epstein’s Underage Sex Trafficking ........eeecceecceceseceseeeeeeeeeeeseeeteeeees 3 B. Defendant’s Objections Are Improper. ...........ccceecceesceesseceseceeeeeeseeceaeceeeeeeeeeaeecsaeeneenees 5 C. Defendant’s Specific Objections Are Inappropriate... ce ceeceeseeesceesseceteceeeeeeeeeeaees 6 1. Request No. 1, Request No. 10, and Request No. 11 oo... cee eeceecseceteeeeeeeeeeeesees 6 Bed SRE QUESU INO ta etree ceetane tc Satie tates ri tal setae Ss Sue Pane tenella Bea Sed Palate, 7 Bc) ~ REQUESTING. 6202 ousted acs ease aaa Raves sae cae e Ress Qesk aes aes thay 8 Hi REGUICS EIN O34 5 Ss. carp cht ces Rees teincled disaamigieiatintd neat beadalid basis wiseabdocubaharenadeedeetnede 8 =. ° Request No.7 and Request. No: 15. asa oicdiiasccsSuasesscuceedeteoaceans tas sec aneaesaaseatees 9 Ge RGGUCSE NG ye cs aetcat aaa tick. sins cca eneicauee tec cence aoe eaenateaeiner eee 10 7. Request No. 8, Request No. 33, and Request No. 39. 0... cecceeseeesceeseeeteeeteeeees 10 CONCLUSION ' sits astetoasssviactusvtekasadandecaanuaecotlussdantessdycasydea tus anes ticungnvatudcesn taba get nedeceuseee aves raahecdanseiss 10

TABLE OF AUTHORITIES Page Cases Anwar v. Fairfield Greenwich Ltd., O82: F eS upp i2d 2000S IO INN DONS) foes cale aXe adaailes ni vassuesoruciancusa dt aheinee aces ae aes 1 Civil Aeronautics Bd. of Civil Aeronautics Auth. v. Canadian Colonial Airways, ALF. Supp 1 0066S DN V2 ROAD Ycstsiass atecsacleish vat ecsa'scadtha sans pacrvtenne mises vaatiu ni heact niger nuseelvasaneties 4 In re A2P SMS Antitrust Litig., O72 FE Supp, 26 405.(08.D.N. Y 2013 ies sees sisi caetacinadantoresrtaes areata eens 1 In re 650 Fifth Ave., No. 08 CIV. 10934 KBF, 2013 WL 1870090 (S.D.N.Y. Apr. 24, 2013)... cecececeeseereeteereeeeeees 6

Plaintiff Virginia L. Giuffre, respectfully submits this Reply in Response to Defendant’s Supplemental Response to Plaintiff's Motion to Compel the Production of Documents Subject to Improper Objections [D.E. 45]. For the reasons set forth below, this Court should grant Ms. Giuffre’s Motion to Compel in its entirety. I. PRELIMINARY STATEMENT' After sitting on Ms. Giuffre’s First Request for Production for four months, Defendant only produced two documents. Defendant acknowledges that she has other responsive documents, but she is withholding them from production.” Flight logs demonstrate the incredibly close relationship between Defendant and convicted pedophile Jeffrey Epstein during the time they were abusing Ms. Giuffre and, then, other minors: Defendant flew on Jeffrey Epstein’s private plane no less than 360 times, and over 20 times with Ms. Giuffre when Ms. Giuffre was a minor child.?- Message pads from Law Enforcement’s trash pull of Jeffrey Epstein’s Palm Beach mansion show Maxwell in regular contact with him, including Defendant arranging for Epstein to meet with underage girls. This evidence alone rebuts Defendant’s specious objections that seeking documents relating to Defendant’s trafficking of other underage girls is merely a “fishing expedition.” Indeed, over thirty underage girls were recruited for Epstein’s sex abuse, most of which were recruited after ' Ms. Giuffre views Defendant’s “Supplemental Responses” (D.E. 45 and 46) as impermissible sur-replies. Defendant already filed a Response, and her “supplemental” responses were filed after Ms. Giuffre filed her Reply to Defendant’s Response. See In re A2P SMS Antitrust Litig., 972 F. Supp. 2d 465, 500 (S.D.N.Y. 2013) (striking sur-reply because it does not respond to “new issues which are material to the disposition of the question before the [C]ourt,”); Anwar v. Fairfield Greenwich Ltd., 982 F. Supp. 2d 260, 263 (S.D.N.Y. 2013) (“the Court notes that Plaintiffs’ letter is a sur-reply filed without permission of the Court and does not identify new controlling law, and therefore will not be considered.”). To the extent that this Court has not yet made a sua sponte ruling to strike them from the docket to date, Ms. Giuffre hereby files her reply briefs within the time allotted under the Local Rules. * She is also adamantly refusing to sit for her deposition. Most recently, Defendant is attempting to hold hostage Ms. Giuffre’s effort to take Defendant’s deposition by refusing to agree on a basic privilege log production parameters unless Ms. Giuffre agrees to cancel the most critical deposition in this case — that of the Defendant. * These numbers are based only upon the partial and incomplete flight logs available to Ms. Giuffre at this time.

Ms. Giuffre escaped.’ Therefore, discovery requests concerning Defendant’s continued trafficking of minors, and continued contact with her co-conspirators (including payments from Epstein), are relevant and discoverable. Il. ARGUMENT A. Ms. Giuffre’s Relevant Period Is Appropriate 1. Defendant is Taking a Disingenuous Position Regarding Her Objections to Plaintiff's Time Period Defendant argues that, “[g]iven the nature of her claim, the time period chosen by the Plaintiff [17 years] is grossly overbroad.” (See D.E. 45 at 3.)°. However, Defendant’s own document requests belie this contention. Defendant requested documents from an even greater period of time, and many requests have no date restrictions (“NDR”) whatsoever: Defendant’s Requests: Request | Years Request | Years Request | Years Request | Years No. | 18 No.11 | N/A No. 21 | 5 No. 31 | NDR No. 2 18 No. 12 | 18 No. 22 | 16 No. 32. | NDR No. 3 NDR No. 13 | 4 No. 23 | 16 No. 33. | NDR No. 4 NDR No. 14 | 18 No. 24 | 14 No. 34. | NDR No. 5 18 No. 15 | 18 No. 25. | NDR No. 35 | 18 No. 6 NDR No. 16 | 6 No. 26 | NDR No. 36 | NDR No. 7 4 No. 17 | 18 No. 27 | NDR No. 37. | NDR No. 8 4 No. 18 | 16 No. 28 | NDR No. 18 No. 19 | NDR No. 29 | NDR No. 10 | N/A No. 20. | NDR No. 30. | NDR For example, Defendant’s Request No. 26 seeking “All Documents concerning any prescription drugs taken by You,” has no date restrictions. Defendant, therefore, must believe that every prescription drug Ms. Giuffre has taken - from infancy - will likely be helpful to prove * See Declaration of Sigrid McCawley (“McCawley Decl.”) at Exhibit 1, Palm Beach Police Report. > Defendant disregarded Ms. Giuffre’s requested date range of 1999 to the present and unilaterally limited her production to the years 1999 — 2002 and for one month from December 31, 2014 to January 31, 2015.

or disprove the claim in this case.° Defendant cannot hold the position that documents relevant to the claim in this case arise solely from a self-serving fraction of the requested date range if collected from her, while concomitantly holding the position that documents from an even larger date rage are relevant when collecting from Ms. Giuffre. With her briefing in one hand, and her requests for production in the other, Defendant is engaging in double-speak. Accordingly, this Court cannot take Defendant’s argument regarding the Relevant Period at face value, and should reject it. Zs Ms. Giuffre’s Post-2002 Discovery Requests Are Narrowly Tailored To Seek Specific, Relevant Evidence Of Defendant’s Continued Involvement In Jeffrey Epstein’s Underage Sex Trafficking As articulated in Ms. Giuffre’s moving brief and her consolidated reply (D.E. 35, and 43), Ms. Giuffre has shown the relevance of her narrowly-tailored requests seeking certain documents from the period of time after Ms. Giuffre escaped Defendant’s abuse. To recount, Defendant continued to recruit underage girls for sex with convicted sex offender Jeffrey Epstein after Ms. Giuffre escaped.’ This fact is established by documentary evidence, sworn testimony, and other statements by third parties. Indeed, flight logs show Defendant traveling on the convicted sex offender’s plane up to at least 2005; and police reports in the Palm Beach investigation reveal the abuse occurred into the mid-2000s.* In addition, message pads from law enforcement trash pulls from Jeffrey Epstein’s home show that Defendant arranged to have underage girls come over for “training.” ° Despite issuing multiple requests like the one quoted above, Defendant’s “Supplemental Response” brief complains of a “fishing expedition” by Ms. Giuffre seven times. ’ Indeed, over thirty underage girls were recruited for Epstein’s sex abuse. See McCawley Decl. at Exhibit 1. * See McCawley Decl. at Exhibit 2, Flight Logs from Jeffrey Epstein’s private plane and Exhibit 1, Palm Beach Police Report. ” See McCawley Decl. at Exhibit 3, Message Pads from Law Enforcement trash pulls of Jeffrey Epstein’s Palm Beach home.

Documents showing Defendant recruiting underage girls from that time period are relevant because they help establish Ms. Giuffre’s contention that Defendant recruited her while she was underage. Again, over thirty underage girls were recruited for Epstein’s sex abuse in Florida alone, most of which were recruited after Ms. Giuffre escaped.'° Such documents would show a pattern and practice of Defendant’s behavior and also show Defendant’s role within Jeffrey Epstein’s criminal enterprise. That Ms. Giuffre was in Australia while Defendant continued her illegal activities does not lessen the weight of that evidence.'! To the contrary, the fact that Defendant and Jeffrey Epstein recruited other girls for abuse gives more weight to Ms. Giuffre’s allegations. Furthermore, for the period after Epstein was indicted for sex crimes against children, documents showing Defendant’s continued communications with Epstein and his associates, documents showing receipt of payments from Epstein, and documents showing her attempts to cover up her wrongful sexual abuse of minors are relevant. There are already materials implicating Defendant’s post-2008 involvement with Epstein and the related cover-up. For example, Defendant dodged a deposition in 2009 to avoid answering questions about the abuse of Ms. Giuffre and others.'” Additionally, since 2005, when the investigation started, to the present, Defendant has been engaged in a joint defense agreement with Jeffrey Epstein.'> And, Defendant has continued to communicate with convicted sex offender Jeffrey Epstein, at least, through 2015, when she made her defamatory statement.'* '° See McCawley Decl. at Exhibit 1. 'l “Tf it be that defendant has violated the provisions of law, and continues so to do, there is no good reason why the plaintiff may not produce evidence of defendant's continuing wrongful conduct.” Civil Aeronautics Bd. of Civil Aeronautics Auth. v. Canadian Colonial Airways, 41 F. Supp. 1006, 1008 (S.D.N.Y. 1940). '? See McCawley Decl. at Exhibit 4, Notice of Deposition of Ghislaine Maxwell, Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article. '° See McCawley Decl. at Exhibit 5, January 12, 2016 Deposition Transcript of Alan Dershowitz at 527; see also March 7, 2016 Affidavit of Ghislaine Maxwell, attached at Exhibit E to D.E.47-S. '4 This is evidenced by Defendant’s privilege log, McCawley Decl. at Exhibit 6.

Documents evidencing these acts and occurrences after Epstein’s indictment show her continued involvement in the conspiracy. Defendant states that “this lawsuit presents one relatively simple question: is Plaintiff's claim that she was sexually abused by Jeffrey Epstein between 1999 and 2002 ‘with the assistance and participation of Ms. Maxwell true?” (D.E. 45 at 1). She cannot claim that evidence of her involvement in Jeffrey Epstein’s abuse of other girls, after 2002, does not tend to prove the allegations that Defendant was involved in the abuse of Ms. Giuffre.'> In short, evidence of Defendant trafficking other girls, and evidence of Defendant covering up the abuse after the fact, is relevant to proving that she was involved in the abuse and trafficking of Ms. Giuffre. Defendant has admitted she has responsive documents for this period. Therefore, this Court should direct that she produce them. B. Defendant’s Objections Are Improper Defendant’s argument against Ms. Giuffre’s use of the phrase “all documents” or “relating to” is disingenuous because she uses those phrases in her requests to Ms. Giuffre. Defendant argues that the terms, “all documents” and “relate,” are too broad to be employed in Requests for Production, thus making all of Ms. Giuffre’s requests “fatally flawed.” At the same time she makes this argument, Defendant has propounded 37 requests for production on Ms. Giuffre. Twenty-five of them seek “all documents” or “any documents.” Twenty of them seek documents “relat[ing] to” or “reflecting” various topics. Only 8 of her 37 requests are free of these “obtuse” terms that she claims are “fatal defect[s].” Presumably, Defendant is neither conceding that the majority of her Requests for Production are “fatally flawed,” nor is she 'S Accordingly, Defendant’s objections to Request Nos. 21, 22, 23, 24, and 27 are improper.

withdrawing the 29 of them. Accordingly, Ms. Giuffre respectfully requests the Court reject this argument. C. Defendant’s Specific Objections Are Inappropriate 1. Request No. 1: All documents relating to communications with Jeffrey Epstein from 1999-Present. Request No. 10: All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999-present, including payments for work performed, gifts, real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar Project. Request No. 11: All documents relating to or describing any work you performed with Jeffrey Epstein, or any affiliated entity from 1999-Present. Jeffrey Epstein’s message pads, pulled from trash by law enforcement, show that Defendant arranged for a minor child to come over to Jeffrey Epstein’s house for “training”. ’ The Palm Beach Police Department collected these incriminating message pads from Epstein’s home. A member of Jeffrey Epstein’s household staff, Juan Alessi, testified under oath that Defendant lived with Epstein, and ran his household.'* These are just some examples of evidence showing that Defendant was employed by convicted sex offender Jeffrey Epstein to traffic minor children for him. Despite this evidence, Defendant claims that discovery requests seeking evidence of work she performed for Epstein, the payments she received from Epstein,’ and the communications she had with and about Epstein, constitutes a “fishing expedition.” (D.E. 45 at 6.) These requests are not merely “reasonably calculated” to lead to the discovery of admissible evidence, '° Tn discovery disputes, “[w]hat is good for the goose is good for the gander.” In re 650 Fifth Ave., No. 08 CIV. 10934 KBF, 2013 WL 1870090, at *3 (S.D.N.Y. Apr. 24, 2013) (requiring that the government produce a privilege log in order to persist in its allegations that the defendants’ privilege logs are inadequate). '’ See McCawley Decl. at Exhibit 3, Message Pads from Jeffrey Epstein’s house. 'S See McCawley Decl. at Exhibit 7, Deposition Transcript of Juan Alessi. "" Indeed, substantial payments received from Epstein at key times during the Government investigation can show if he paid her in exchange for her silence. Evidence of Epstein (or Epstein’s attorney, see McCawley Decl. at Exhibit 8, February 2, 2015 Page Six Article) paying for her New York home (recently listed at $19M), and evidence of Epstein’s continued payments throughout the Relevant Period, are also indicative of Maxwell’s ongoing involvement with Epstein.

but they zero-in on exactly the type of admissible evidence that would directly support Ms. Giuffre’s claim of being sexually abused. Defendant argues she should not have to produce communications related to Jeffrey Epstein and “rice pudding.” Ms. Giuffre disagrees. Communications revealing Defendant’s frequent and constant contact with Epstein, particularly regarding the minutia of his life, shows the depth of her access to, and involvement with, Epstein. Indeed, frequent communications showing how Defendant was the intimate caretaker of Epstein’s private life - from rice pudding recipes to his predilection for underage girls - reveal her role as a participant in the trafficking and, importantly, thoroughly refute any affirmative defense she might make that she was unaware of the abuse. 2; Request No. 3: All Documents Relating To Communications With Andrew Albert Christian Edward, Duke Of York (A.K.A Prince Andrew) From 1999-Present. Ms. Giuffre has alleged that Defendant trafficked Ms. Giuffre to Andrew while she was a minor child. Ms. Giuffre has a photograph of Andrew’s arm around her bare waist in the presence of Defendant, in Defendant’s London apartment, while Ms. Giuffre was under age. Defendant has never answered the question: what was this child doing in her London townhouse with them? Another witness has supplied some of the details on Ms. Giuffre’s trafficking to Andrew. Johanna Sjoberg reported that “Virginia, another girl there, sat on a chair and had the puppet on her lap. Andrew sat on another chair, I sat on his lap and he put his hand on my breast. Ghislaine puppet’s hand on Virginia’s breast, then Andrew put his hand on mine. . .”.”° Accordingly, communications with Andrew are relevant, and they would likely show Defendant’s arrangements to traffic Ms. Giuffre to him, and possibly the trafficking of other girls to him. °° See McCawley Decl. at Exhibit 9, September 23, 2007 Red Ice Creations Article.

3 Request No. 6: All Documents Relating To Communications With Any Of The Following Individuals From 1999 -The Present: Emmy Taylor, Sarah Kellen, Eva Dubin, Glen Dubin, Jean Luc Brunel, And Nadia Marcinkova Both Sarah Kellen and Nadia Marcinkova asserted their Fifth Amendment privilege when asked under oath about Defendant’s involvement in trafficking underage girls.”! For example, co-conspirator Nadia Marcinkova testified: Q. Isn’t it true that yourself, Ghislaine Maxwell and Sarah Kellen had access to a master of list of underage minor females names and phone numbers so they could be called for the purpose of coming to Jeffrey Epstein’s house to be sexually molested? . . . A. Fifth... . Q. And also typical of Ghislaine Maxwell and Jeffrey Epstein to prostitute or pimp out underage minors to friends? . . . A. Fifth. Co-conspirator Jean Luc Brunel left a note for Epstein on a message pad saying he had a 3 Finally, Emmy Taylor, sixteen-year-old girl who could “teach Russian” to Epstein for “free. is photographed with Maxwell and Jeffrey Epstein on a trip to Europe with Ms. Giuffre when she was a minor, and the Dubins are on flight logs with Defendant and Epstein.”* Therefore, the communications with these individuals are relevant, and show the sexual trafficking. 4. Request No. 37: All Documents Reflecting Communications You Have Had With Bill Or Hillary Clinton (Or Persons Acting On Their Behalf), Including All Communications Defendant has a history of avoiding deposition in relation to sex abuse claims. In 2009, Maxwell’s deposition was sought in connection with various sexual abuse allegations. Maxwell avoided her deposition, claiming her mother was ill, so she would be traveling outside the country with no plans of returning. Despite this claim to avoid her deposition, she was *! Contrary to Defendant’s claims, Sarah Kellen did not assert her Fifth Amendment rights in response to every question in her deposition. See McCawley Decl. at Exhibit 11, March 24, 2010 Deposition Transcript of Sarah Kellen. °° See McCawley Decl. at Exhibit 10, April 13, 2010 Deposition Transcript of Nadia Marcinkova at 34 and 48. °3 See McCawley Decl. at Exhibit 10, April 13, 2010 Deposition Transcript of Nadia Marcinkova. ** See McCawley Decl. at Exhibit 12, Picture taken by Ms. Giuffre of Defendant Maxwell, Jeffrey Epstein, and Emmy Taylor while she is in Europe. See also McCawley Decl. at Exhibit 2, Flight logs.

photographed shortly thereafter in the United States at Chelsea Clinton’s wedding in Rhinebeck, New York.”* Most recently, when Ms. Giuffre attempted to meet and confer on the procedure for the production of her privilege log, Defendant refused to reach any agreement relating to the procedural issue unless Ms. Giuffre would cancel the Defendant’s deposition. Further, other communications Defendant has had with the Clintons about Ms. Giuffre or the allegations in this case are also highly relevant, particularly given that former President Clinton travelled with Defendant, Jeffrey Epstein and others on Jeffrey Epstein’s plane a number of times, including a trip to Thailand. Maxwell admits that she has documents responsive to this request, and this Court should require her to produce them. 2 Request No. 7: All Video Tapes, Audio Tapes, Photographs Or Other Print Or Electronic Media Relating To Females Under The Age Of 18 From The Period Of 1999-Present. Request No. 15: All video tapes, audio tapes, photographs or any other print or electronic media taken at a time when you were in Jeffrey Epstein’s company or inside any of his residences or aircraft. Regarding Request No. 7, Alfredo Rodriguez, Epstein’s former house manager, testified that Defendant kept naked pictures of girls on her computer.*° As explained in her moving brief, Ms. Giuffre is not seeking mainstream, legally available depictions of minors. She is seeking the photos described by Mr. Rodriguez and any other (non-family) under-age girls, including Ms. Giuffre, photographed or otherwise recorded by Defendant. Regarding Request No. 15, media depicting individuals in Epstein’s company or inside his residences or aircraft are relevant to Ms. y Giuffre’s claims that she was trafficked to others. °° See McCawley Decl. at Exhibit 4, Maxwell Deposition Notice; Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article with photograph. °° See McCawley Decl. at Exhibit 13, Deposition Transcripts of Alfredo Rodriguez.

6. Request No. 17: All Documents Relating To Communications With You And Ross Gow From 2005 — Present. Defendant’s defamatory statements to the press were issued by Ross Gow, and it is the genesis of this action. Accordingly, requests seeking Defendant’s communications with Gow are reasonably calculated to lead to admissible evidence. Additionally, Ms. Giuffre only seeks documents from Ross Gow from 2005 - present, because Defendant had not been publically implicated in an underage sex trafficking ring prior to 2005. Therefore, any other communications with Mr. Gow prior to that time are irrelevant. £6 Request No. 8: All Documents Relating To Your Travel From The Period Of 1999- Present, Including But Not Limited To, Any Travel On Jeffrey Epstein’s Planes, Commercial Flights, Helicopters, Passport Records, Records Indicating Passengers Traveling With You, Hotel Records, And Credit Card Receipts. Request No. 33: All Travel Records Between 1999 And The Present Reflecting Your Presence In: (A) Palm Beach Florida Or Immediately Surrounding Areas; (B) 9 E. 71st Street, New York , NY 10021; (C) New Mexico; (D) U.S. Virgin Islands; (E) Any Jet Or Aircraft Owned Or Controlled By Jeffrey Epstein. Request No. 39: All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands. These requests seek information about Defendant’s sexually trafficking of minors, including documents relating to her flying girls to be with Epstein.”’ Related to the trafficking, Epstein’s Caribbean property is only reachable via helicopter or boat, and Defendant’s records of transporting underage girls or other individuals to that property are relevant to Ms. Giuffre’s claims of Defendant’s sexually trafficking her. CONCLUSION Plaintiff respectfully requests that the Court grant her Motion to Compel. *7 Ms. Giuffre is in possession of some of Epstein’s private aircraft flight logs, but they are incomplete. 10

Dated: March 14, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 11

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 14, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 12

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Stee eaten eaten is eten ea eta ee ates! xX VIRGINIA L. GIUFFRE, Plaintiff, Vv. GHISLAINE MAXWELL, 15-cv-07433-RWS Defendant. pid be asst hie eet hl xX ANSWER Defendant Ghislaine Maxwell, through her attorneys Haddon, Morgan & Foreman, P.C., answers the Complaint as follows: Introduction 1p Ghislaine Maxwell did not participate in, facilitate, manage or otherwise conspire to commit sex trafficking as alleged by Plaintiff Virginia Roberts Giuffre (“Giuffre”). Giuffre’s unsubstantiated allegations concerning Ms. Maxwell are false. Giuffre’s fantastical claims, contained in news stories and press-releases masquerading as legal pleadings over the last five years have been well-crafted with the assistance of high-priced attorneys to facilitate Giuffre’s media exposure, to enhance her marketability, to extract financial gain for herself and her family, and to promote her sham non-profit, Victims Refuse Silence, Inc. Be No law enforcement agency pursued any criminal charges against Ms. Maxwell, even after both federal and state investigators fully scrutinized Ms. Maxwell’s one-time

employer, Jeffrey Epstein, who was jailed for soliciting underage prostitution. No court or jury has ever determined Ms. Maxwell responsible for any criminal conduct against Giuffre or anyone else. No civil complaint has ever been lodged against Ms. Maxwell for sexual misconduct nor abuse nor has she settled privately any private claims for such. Indeed, no other person has ever made any claim of any sort against Ms. Maxwell. 3. Rather, Giuffre fabricated a story of abuse at the hands of Ms. Maxwell in exchange for hundreds of thousands of dollars from British tabloids with a motive for selling papers and advertisements and without regard for truth, veracity or substantiation. The more time that passes and the more potential for monetary gain she and her attorneys perceive, the more Giuffre’s story, like Pinocchio’s nose, continues to grow without limitation: more and more famous people, more lurid accounts of tawdry sexual encounters, and more exploitive circumstances. Giuffre’s stories have proven wildly contradictory and, even by her own words, have been definitively proven untrue. 4, Giuffre published her false allegations and accusations about Ms. Maxwell in tabloids and in media interviews and then in press-releases disguised as legal pleadings which she shared with the press. Faced with unrelenting negative press and harassment by the media in the United Kingdom spurred by Giuffre’s false claims, Ms. Maxwell was obligated by British law to set the record straight and to defend herself by issuing a denial of Giuffre’s claims about her and pointing out that her more fantastical stories contained obvious lies. 5. Giuffre filed this defamation action against Ms. Maxwell for financial and media gain and for her 15 minutes of fame. Ms. Maxwell submits this Answer to Giuffre’s unsubstantiated Complaint in order to seek vindication from Giuffre’s vicious lies and improper abuse of this country’s judicial system.

NATURE OF THE ACTION! 1. Ms. Maxwell denies the factual allegations and legal conclusions contained in Paragraph 1. JURISDICTION AND VENUE Ze Paragraph 2 contains legal conclusions for which no response is required. To the extent the Court determines a response is required, Ms. Maxwell denies knowledge or information sufficient to form a belief as the allegations in paragraph 2. a: Ms. Maxwell admits the allegations concerning her residency. Ms. Maxwell is without knowledge or information sufficient to form a belief as to Plaintiffs residency. Ms. Maxwell denies that the amount in controversy exceeds $75,000. The remaining allegations are legal conclusions for which no response is required. To the extent the Court determines a response is required, Ms. Maxwell denies knowledge or information sufficient to form a belief as the allegations in paragraph 3. 4, Ms. Maxwell admits the allegations concerning her residency and denies the remaining allegations in Paragraph 4. a: Paragraph 5 contains legal conclusions for which no response is required. To the extent the Court determines a response is required, Ms. Maxwell denies knowledge or information sufficient to form a belief as the allegations in paragraph 5. ' Because Plaintiff's Complaint repeats paragraph numbers throughout, this Answer tracks the headings and paragraph numbers contained therein to facilitate cross-reference between the two documents.

PARTIES 6. Ms. Maxwell is without knowledge or information sufficient to form a belief as to Plaintiff's residency. Ve Ms. Maxwell admits that she is not a citizen of the state of Colorado and admits that she was domiciled in the Southern District of New York at the time this action commenced. FACTUAL ALLEGATIONS 8. Ms. Maxwell denies the allegations contained in Paragraph 8. 2 Ms. Maxwell denies the allegations contained in Paragraph 9. 10. Ms. Maxwell denies the allegations contained in Paragraph 10. 11. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 11. 2 Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 12. 13. | Ms. Maxwell denies that she was a co-conspirator of Epstein and is without knowledge or information sufficient to form a belief as to the remaining allegations contained in Paragraph 13. 14. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 14. IS. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 15. 16. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 16.

ie Ms. Maxwell admits that Virginia Roberts made allegations about Ms. Maxwell in a lawsuit she instituted against Jeffrey Epstein. Ms. Maxwell is otherwise without knowledge or information sufficient to form a belief as to the remaining allegations contained in Paragraph ie 18. Ms. Maxwell admits that Virginia Roberts made allegations about Ms. Maxwell in a lawsuit she instituted against Jeffrey Epstein but denies the allegations contained in Paragraph 18, including that allegation that she engaged in any sex trafficking or any recruiting of any minor for purposes of sexual crimes. 19. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 19. 20. | Ms. Maxwell admits that her attorney received a document entitled “subpoena” in connection with some litigation against Mr. Epstein. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the remaining allegations contained in Paragraph 20. Zk Ms. Maxwell admits that her then 89 year old mother was very ill in 2010 and that she traveled to the United Kingdom to help with her care. Ms. Maxwell denies the remaining allegations contained in Paragraph 21. pip Ms. Maxwell denies that she committed or participated in any sexual abuse. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 22. a: Ms. Maxwell denies that Giuffre was a victim of sexual trafficking or abuse insofar as those allegations relate to Ms. Maxwell and is without knowledge or information sufficient to form a belief as to the remaining allegations contained in Paragraph 23.

24. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 24. 25: Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 25. 26. Ms. Maxwell is without knowledge or information sufficient to form a belief as to the allegations contained in Paragraph 26. 21 Ms. Maxwell admits that Ms. Giuffre made false allegations about her in a motion filed in the United States District Court for the Southern District of Florida that were stricken by that Court as “impertinent and immaterial” and Ms. Maxwell denies those allegations. 28. | Ms. Maxwell denies the allegations contained in Paragraph 28. 29. Ms. Maxwell denies the allegations contained in Paragraph 29. 30. Ms. Maxwell denies the allegations contained in Paragraph 30, including the allegations in sub-paragraphs 30 (a) — (c). SL, Ms. Maxwell denies the allegations contained in Paragraph 31. 52: Ms. Maxwell denies the allegations contained in Paragraph 32. 33; Ms. Maxwell denies the allegations contained in Paragraph 33. 34. Ms. Maxwell denies the allegations contained in Paragraph 34. 35. | Ms. Maxwell denies the allegations contained in Paragraph 35. 36. | Ms. Maxwell denies the allegations contained in Paragraph 36. 37. | Ms. Maxwell admits that she made a verbal statement to a reporter in Manhattan on or about January 4, 2015 after the reporter accosted her outside her home with a camera, in which she referenced the statement that had been made and declining further questions. The video speaks for itself. Ms. Maxwell denies the remaining allegations in Paragraph 37.

COUNT 1: DEFAMATION 1. Ms. Maxwell restates all of the foregoing answers contained in paragraphs 1-37 above. Ms. Maxwell denies that she or her representatives made any defamatory statements. To the extent paragraph 1 of the Complaint states conclusions or characterizations of the law, no response is required. To the extent the Court determines a response is required, Ms. Maxwell denies knowledge or information sufficient to form a belief as the allegations in paragraph 1. Ms. Maxwell denies the remaining factual allegations contained in Paragraph 1. 2. Ms. Maxwell denies the allegations contained in Paragraph 2. a Ms. Maxwell denies the allegations contained in Paragraph 3. 4, Ms. Maxwell denies the allegations contained in Paragraph 4. 5: Ms. Maxwell denies that she or Mr. Ross Gow made any defamatory statement. To the extent Paragraph 5 states conclusions or characterizations of the law, no response is required. Ms. Maxwell otherwise denies the legal conclusions contained in Paragraph 5. 6. Ms. Maxwell denies that she or Ross Gow made any defamatory statement. To the extent Paragraph 6 states conclusions or characterizations of the law, no response is required. ds Ms. Maxwell denies that she or Ross Gow made any defamatory statement. To the extent Paragraph 7 states conclusions or characterizations of the law, no response is required. 8. Ms. Maxwell denies the allegations contained in Paragraph 8. 9. Ms. Maxwell denies the allegations contained in Paragraph 9. 10. Ms. Maxwell denies the allegations contained in Paragraph 10. 11. Ms. Maxwell denies the allegations contained in Paragraph 11. 12. Ms. Maxwell admits that Plaintiff lied about being recruited by Maxwell and lied about being sexually abused by Maxwell. Ms. Maxwell otherwise denies the allegations contained in Paragraph 12.

3: Ms. Maxwell admits that Plaintiff lied about specific facts. Ms. Maxwell denies that she made any false or defamatory statements. Ms. Maxwell is without information or knowledge sufficient to form a belief as to what other persons understood. Ms. Maxwell otherwise denies the allegations contained in Paragraph 13. 14. | Ms. Maxwell denies that Giuffre’s public description of factual events was true and therefore denies that her own statements were false. Ms. Maxwell is without information or knowledge sufficient to form a belief as to what other persons understood. LS. Ms. Maxwell denies the allegations contained in Paragraph 15. 16. Ms. Maxwell denies the allegations contained in Paragraph 16. Ve Ms. Maxwell denies that her own statements were false. Ms. Maxwell denies the remaining allegations and legal conclusions contained in Paragraph 17. 18. | Ms. Maxwell denies the allegations contained in Paragraph 18. 19. | Ms. Maxwell denies the allegations contained in Paragraph 19. 20. Ms. Maxwell denies the allegations contained in Paragraph 20. wks Ms. Maxwell denies the allegations contained in Paragraph 21. Pe As to all the entire Complaint, Ms. Maxwell denies any allegation not specifically admitted. AFFIRMATIVE DEFENSES 2s The Complaint fails to state a claim upon which relief could be granted. 24. Plaintiffs claims may be barred by the statute of limitations. 25. Plaintiff's claims are barred by the “single publication” rule. 20. Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) were constitutionally protected opinions.

Zi Plaintiffs claims are barred in whole or in part by the United Kingdom’s Defamation Act of 2013. 28. Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) were non-defamatory statements of fact. 29. Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) were protected by the self-defense privilege. 30. Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) were protected by qualified or conditional privileges. 31. Plaintiffs claims are barred because she is a public figure and unable to prove that Ms. Maxwell acted with “actual malice.” 32: Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) were substantially true. 33. Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) constituted “fair comment.” 34. Plaintiffs claims are barred because the statements made by Ms. Maxwell or her agent (if any) cannot realistically have caused impairment to Plaintiff's reputation. Ds This Court lacks subject matter to adjudicate Plaintiffs claims because they do not exceed the sum or value of $75,000, exclusive of interest and costs. 28 U.S.C. § 1332(a). 36. Plaintiff's claims are barred because the statements made by Ms. Maxwell or her agent (if any) did not cause or contribute to any damages suffered by Plaintiff. 37. To the extent Plaintiff suffered an injury, she failed to take reasonable, necessary, appropriate and feasible steps to mitigate her alleged damages, and to the extent of such failure to mitigate, she should be barred from recovering some or all of the alleged damages she seeks.

38. Plaintiff's damages, if any, are the proximate result of intervening causes, preexisting medical and mental conditions of Plaintiff, and/or causes that occurred without knowledge or participation of Ms. Maxwell and for which Ms. Maxwell is not responsible. 39. Plaintiff's damages, if any, were the result of her own conduct or the conduct of others and were not proximately caused by any action of Ms. Maxwell. AO. Plaintiff voluntarily or negligently assumed a known risk. Al. Plaintiffs claims are barred, in whole or in part, by the affirmative defenses of waiver, estoppel, laches, and/or unclean hands. JURY DEMAND Ghislaine Maxwell demands a jury trial. WHEREFORE, Defendant Ghislaine Maxwell demands judgment as follows: A. That Plaintiff Virginia Giuffre take nothing by way of her Complaint; B. That the Complaint be dismissed with prejudice; C. That Judgment be entered in favor of Defendant Ghislaine Maxwell and against Plaintiff Virginia Giuffre; D. That Defendant Ghislaine Maxwell be awarded her costs and fees in this action, including reasonable attorneys’ fees and pre- and post-judgment interest; and E. All other such relief as this Court deems just and proper. 10

Dated: March 14, 2016 Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10°" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on March 14, 2016, I electronically served this Answer via ECF on the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com /s/ Nicole Simmons Nicole Simmons 11

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF VIRGINIA GIUFFRE’S REPLY IN RESPONSE TO DEFENDANT’S SUPPLEMENTAL RESPONSE TO MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER OBJECTIONS I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2: I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Reply In Response to Defendant’s Supplemental Response to Motion To Compel Production of Documents Subject To Improper Objections [D.E. 45]. 3. Attached hereto as Exhibit 1, is a true and correct copy of the Palm Beach Police Department’s Report. 4. Attached hereto as Exhibit 2, is a true and correct copy of the Flight Logs from Jeffrey Epstein’s private plane.

5. Attached hereto as Exhibit 3, is a true and correct copy of the Message Pads from Law Enforcement’s trash pulls from Jeffrey Epstein’s Palm Beach mansion. 6. Attached hereto as Exhibit 4, is a true and correct copy of the 2009 Notice of Deposition of Ghislaine Maxwell, Subpoena and Cancellation Payment Notice, and January 13, 2015 Daily Mail Article. Ts Attached hereto as Exhibit 5, is a true and correct copy of Excerpts from the January 12, 2016 Deposition Transcript of Alan Dershowitz. 8. Attached hereto as Exhibit 6, is a true and correct copy of Defendant Ghislaine Maxwell’s Privilege Log. 9. Attached hereto as Exhibit 7, is a true and correct copy of the Deposition Transcripts of Juan Alessi. 10. Attached hereto as Exhibit 8, is a true and correct copy of the February 2, 2015 Page Six Article. 11. Attached hereto as Exhibit 9, is a true and correct copy of the September 23, 2007 Red Ice Creations Article. 12. Attached hereto as Exhibit 10, is a true and correct copy of the April 13, 2010 Deposition Transcript of Nadia Marcinkova. 13. Attached hereto as Exhibit 11, is a true and correct copy of the March 24, 2010 Deposition Transcript of Sarah Kellen. 14. Attached hereto as Exhibit 12, is a true and correct copy of a photograph taken by Ms. Giuffre of Defendant Ghislaine Maxwell, Emmy Taylor, and Jeffrey Epstein while they were all in Europe.

15. Attached hereto as Exhibit 13, is a true and correct copy of the Deposition Transcripts of Alfredo Rodriguez. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Dated: March 14, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 14, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case _1:15-cv-07433-LAP Document 55-1 Filed 03/14/16 Page 1 of 45 EXHIBIT | PART 1

eg ee aro Case 1:15-cv-07433-LAP - Document 55-1- Fited-03/44A6- Page 2 of 45 -~-------PALM BEACH POLICE DEPARTMENT Incident Report Page: i Program: CMS301L ate: 7/19/06 ime: 15:01:37 ase No. PECIAL NOTES» cecur To Date ay Of Week sgipcaaaeueay thy . scation Type. zat Assignment: 2pt Class ase Status ypervisory Dt.: itry Date mes? shicles? irrative? ‘kKk*eKEKKE VY BH OT COLE ise number ate Veh Type ike . del yle ‘lor N < ome ee oe sposition sured by . . hicle locked te recovered reet number ty covery code On Look Out?: Name - Bottom kekkk** D PR SON se Number reet Number CY 6 2 & » 4 rth Date/Age tupation ne Phone No. mo, ight CAKKKKKHEKAKKE S se Number reet Number as rth Date »loyer? 2x Lic No. : 1er Phone Nbr: imum Weight 1-05-000368 Occur From Date: 1/27/05 0000 Thursday 358 EL BRILLO WY PALM BEACH, FL RESIDENCE-SINGLE FAMILY DETECTIVE BUREAU Map Reference SEXUAL BATTERY Report Officer OPEN / ACTIVE Case Status Dt Report Date TRYLCH, JEFFREY 3/14/05 OREGERO, LAURA 4/06/05 Property? Offenses? Related Cases? INFORMATION # Category Year Model a & Permit Number Color - Top License # Stolen value Insured Keys in car Lein holder Recovery value 1-05-000368 0/00/00 NCIC number REPORTING INFO 1-05-000368 Last Name 1/27/05 0000 3/14/05 1600 10 PAGAN, MICHELE 3/14/05 TL RRR KARR KEK KEKE KEKE 0 0 ia # L REKKKKKKEK Employer? Oper Lic No. Race . White Female Height . . 0 0 Other Phone ‘Nbr: US PECT/ARRESTEE INFORMATION - #1 ** 1-05-000368 12247 72ND CT NORTH ROYAL PALM BEACH, FL 334121460 4/09/1986 18 Maximum Age Occupation R125320866290 FL Home Phone No. Race Female Minimum Height 0 Maximum Height Prompt valid in: ROBSON, HALEY 18 White 0

nr ee CaseT:15-cV-07433-LAP” Document 55-1 - Filed 03/T4/16 - Page of-45 ------~---Yate: 7/19/06 Time: 15:01:37 ‘ase No. laximum Weight liases? air Color air Style lasses acial Hair eeth at . hirt hoes ... . ody Marks #2 ody Marks #4 rrest Case No,: KREKKKEKEKEKEKE GS ase Number treet Number EE 2 &. 3 irth Date nployer? ser Lic No. .: ther Phone Nbr: 2x es dat, sce. cers ody Se nimum Weight iximum Weight -lases? tir Color ilx Style asses cial Hair ‘eth t irt OGS « «4 & « dy Marks #2 dy Marks #4 rest Case No.: KEKKEKKKKKEKK S se Number reet Number CY 4 # rth Date dDloyer? 2r Lic No. : aer Phone Nbr: Sa ae YO Se OE 1imum Weight cimum Weight tases? ... -© Color -xr Style PALM BEACH POLICE DEPARTMENT Page: 2 Incident Report Program: CMS301L 1-05-000368 (Continued) 0 Misc. ID# : MO/Crime Spec? Hair Length Eye Color Complexion Build Speech Coat Pants 2% 4 Body Marks #1 Body Marks #3: Status . . . . : STILL SUSPECT Additional UCR?: USPECT/ARRESTEE INFORMATION - # 2 ** 1-05-000368 Prompt valid in: KELLEN, SARAH LYNNELLE 358 EL BRILLO Wy PALM BEACH, FL 000033480 5/25/1979 25 Maximum Age . : 25 Occupation . . : PERSONAL ASST/EPSTEIN 241534676 HA Home Phone No. : 561/000-0000 561/000-0000 Race... . . : White Female Minimum Height : 0 0 Maximum Height : 0 0 Misc. ID# : MO/Crime Spec? Hair Length Eye Color Complexion Build Speech Coat Pants .... Body Marks #1 Body Marks #3: Status . .. . : STILL SUSPECT Additional UCR?: USPECT/ARRESTEE INFORMATION - # 3 ** 1-05-000368 Prompt valid in: EPSTEIN, JEFFREY 358 EL BRILLO WY PALM BEACH, FL 000033480 1/20/1953 52 Maximum Age . : 52 Occupation : B123425530200 FL Home Phone No. : Race . . +» « » * White Male Minimum Height : 0 0 Maximum Height : 0 0 Misc. ID# : MO/Crime Spec? Hair Length Eye Color

Date: CH POLICE DEPARTMENT Time: 15:01:37 Incident Report Tase No. 1-05-000368 3slasses ; Complexion facial Hair Build Teeth Speech fat Coat Shirt Pants . oe 4 shoes Body Marks #1 30dy Marks #2 sody Marks #4; wrest Case No.: Body Marks #3 Status KaAKKAKKEAKEKKE VT OCT IM 1-05-000368 INFORMATION ‘ase Number rompt valid in: treet Number | a ae irth Date/Age 14 Employer? ccupation STUDENT Oper Lic No. ome Phone No. Race . ex. Female Height eight ; ~ e 0 Misc. ID# ..:; 2 On Look Out?: Other Phone Nbr: ictim Type JUVENILE Residency Type 2sidency Sts an Identify wury Extent ijury Type 2 2d Treatment iys Last Name File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: tke AAA AKER VY TCT IM ‘se Number 1-05-000368 reet Number INFORMATION Prompt valid in: CY te a. ase PALM BEACH, FL 000033480 rth Date/Age 18 Employer? cupation Oper Lic No. me Phone No, 561/000-0000 Race . a 4 Female Height ight « 2 6 Misc. ID# .. : On Look Out?: Other Phone Nbr: ctim Type : ADULT Residency Type Sidency Sts : File Charges 1 Identify Victim Sobriety: jury Extent Injury Type 1 jury Type 2 Hospital ID 1 Treatment 7S Last Name Phys First Name: (ARKKKKKKEREK VT CT IM 3e@ Number 1-05-000368 ‘eet Number YY... . . 3: PB BEACH, FL 000033480 Date/Age : 16 Employer? ch INFORMATION Prompt valid in: Rocument 55-1" ~Fitec’ 03/14/16- -Page 4-of 45------~----Additional UCR?: Page: 3 Program: CMS301L (Continued) STILL SUSPECT # 1 RERKEKKKEKKEEKRKKRAEK KEKE White HQ KR KKK EK EAKK KERR KER White 0 561/000-0000 HS ARRAN HERR KARE ARAEEERH

ate: 7/19/06 LS 204s 37 ase No. ccupation ame Phone No. ax : sight .. 2 On Look Out?: ictim Type asidency Sts an Identify ijury Extent jury Type 2 2d Treatment 1ys Last Name rKKEKAEKKEKKEKK VY ise Number -reet Number EY 4 4 wo os rth Date/Age ‘cupation me Phone No. x ight ag On Look Out? : ctim Type sidency Sts n Identify jury Extent jury Type 2 d Treatment ys Last Name 1-05-000368 561/000-0000 Female 0 JUVENTIE IcTtTiIrM 1-05-000368 Oper Lic No. Race Ss Height Misc. ID# Other Phone Nbr: Residency Type File Charges (Continued) White 0 561/000-0000 Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION # QZ KEKKKEKKKKKEKRKKEKEKKER Prompt valid in: PALM BEACH, FL 000033480 : CE 17 561/000-0000 Female 0 JUVENILE KkKKKKEKKEKE V ICT IM se Number reet Number CY a oe we es rth Date/Age cupation ne Phone No. x ight e ® a x On Look Out?: stim Type 3idency Sts 1 Identify jury Extent jury Type 2 i Treatment 's Last Name 1-05-000368 Employer? Oper Lic No. Race . : Height Mise. ID# Other Phone Nbr: Residency Type File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION Prompt valid in: PALM BEACH, FL 000033480 : a 1 561/000-0000 Female 0 ADULT HKKEKREKKKKEX VY TCT IM e Number mpt valid in: 1-05-000368 Employer? Oper Lic No. Race , : Height Misc. ID# Other Phone Nbr: Residency Type File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION White 0 561/000-0000 HS KKK KKKKKHEKKEEKE KKK IK White 0 561/000-0000 HG RARER KK KEKE ERK EK

ate ‘ime: 15:01:37 ase No... . treet Number SEY 4.4 3 ese irth Date/Age ccupation ome Phone No. ex . . . . Signe «.4 4. « 4 2 On Look Out?: ictim Type asidency Sts an Identify jury Extent ijury Type 2 2d Treatment 1ys Last Name CKEKKKAKKEKKEE VY ise Number treet Number HCY foe me 8 rth Date/Age :cupation me Phone No. xX ; s . . WONG & « « «4 : On Look Out?: ctim Type sidency Sts n Identify jury Extent jury Type 2 d Treatment ys Last Name kkk aRKKKRKK KER VY se Number reet Number Cen 2 & 2.4 rth Date/Age cupation ne Phone No. : a are 1Gne « « 4 « 3 On Look Out?: stim Type sidency Sts 1 Identify jury Extent jury Type 2 1 Treatment 7S Last Name CHK REKAEKKKEK VY 1-05-000368 PALM BEACH, FL 000033480 16 561/000-0000 Female 0 JUVENTLE IcTiIM 1-05-000368 Employer? Oper Lic No. Race . : Height Misc, ID# Other Phone Nbr: Residency Type File Charges (Continued) White 0 561/000-0000 Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION Prompt valid in: PALM BEACH, FL 000033480 17 561/000-0000 Female 0 JUVENILE IcTIM 1-05-000368 Employer? Oper Lic No. Race . : Height Misc. ID# Other Phone Nbr: Residency Type File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION Prompt valid in: PALM BEACH, FL 000033480 16 561/000-0000 Female 0 JUVENILE IcTIM Employer? Oper Lic No. Race . . Height Misc. ID# Other Phone Nbr: Residency Type File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION HoT RK KK RKKKRRKEKKKAKR EK CK eae White 0 561/000-0000 # BQ RKKKKEKKKKEKEKKEKEKEE White 0 561/000-0000 # Q KRKKKKEKKARKEKAKKKKK EK

ime: 15:01:37 5 ed Te ogument pa ee ert 4/16 - Page 7o Incident Report Page: 6 Program: CMS301L 1-05-000368 1-05-000368 ‘ase No. ‘ase Number treet Number (Continued) Prompt valid in: 5 a : PALM BEACH, FL 000033480 ith Date/Age : ie 1” Employer? ccupation : Oper Lic No. ome Phone No. 561/000-0000 Race ex - . . . t Female Height eight eh 0 Misc. ID# . ; e On Look Out: Other Phone Nbr: ictim Type JUVENILE Residency Type esidency Sts an Identify ajury Extent ajury Type 2 2d Treatment iys Last Name tkxKKKKKKKEEKEK VY TCT IM ise Number 1-05~000368 File Charges White 0 561/000-0000 Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: INFORMATION rompt valid in: a | creet Number ty . . . . . : PALM BEACH, FL 000033480 rth Date/Age : gaye, 17 Employer? ‘cupation : Oper Lic No, me Phone No. 561/000-0000 Race . x - . «. . t Female Height .., ight oo 0 Misc. ID# . ; On Look Out?: Other Phone Nbr: ctim Type JUVENILE Residency Type sidency Sts File Charges : n Identify Victim Sobriety: jury Extent Injury Type 1 jury Type 2 Hospital ID d Treatment ys Last Name KKKEKKKEKKEE VT CT IM Phys First Name: INFORMATION se Number 1~05-000368 Prompt valid in: reet Number -y . . . . . : PALM BEACH, FL 000033480 rth Date/Age : im is Employer? tupation : Oper Lic No. ne Phone No. 561/000-0000 Race c - . « . + Female Height ight ee os 0 Misc. IDH ..: On Look Out?: Other Phone Nbr: *tim Type . : ADULT Residency Type sidency Sts File Charges : 1 Identify Victim Sobriety: ury Extent Injury Type 1 # LO BEAKER KK KKEKKKKKKEK White 0 561/000-0000 Ho LL RRR KARRKKKKKARKR ER White 0 561/000-0000 ————————— — a a

gee eee ee Case'T: 15-cv-07433-CLAP~ Document 55-1 7 Filed OS47T6 ~ Page 8 oS Sera eee Yate: 7/19/06 PALM BEACH POLICE DEPARTM Page: 7. Time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) ohys Last Name tkaaraekkeakeeeee VY T CT I M I NFOR MATION - # 12 KEIKKKEKKEKKEAK KK KEK ‘ase Number 1-05-000368 Prompt valid in: [ii ee street Number =: Ley : PALM BEACH, FL 000033480 jirth ‘Date/Age : Se 18 Employer? ccupation .. : Oper Lic No. : lome Phone No. : 561/000-0000 Race... .. : White ex . . . . . : Female Height ....: 0 ISZGRG a 6 « 4.99 Misc. ID# . : ‘@ On Look Out?: Other Phone Nbr: 561/000-0000 ictim Type . : ADULT Residency Type esidency Sts an Identify njury Extent njury Type 2 ed Treatment hys Last Name File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: KkKeEKKKKKKKKAKKE VY JT CT IM I NFOR MATION ~ # LR RXR KKKKKEKKEKEKEKEKS ase Number . : 1-05-000368 Prompt valid in: treet Number : Leys . + PALM BEACH, FL 000033480 irth Date/Age : Cae 16 Employer? scupation . .: Oper Lic No. : ome Phone No. : 561/000-0000 Race... . . : White 2x . . . . . : Female Height ....: 0 S30 4. & & 4 0 Misc. ID# ..: 2 On Look Out?: Other Phone Nbr: 561/000-0000 ictim Type . : JUVENILE Residency Type 2sidency Sts in Identify ijury Extent ljury Type 2 1d Treatment iys Last Name File Charges Victim Sobriety: Injury Type 1 Hospital ID Phys First Name: KKK KKKRKKEKEKE YT cT TM I NFO RMA T Ion - # LA KEK KKKEAKEKKKKAKKKKK se Number. : 1-05-000368 Prompt valid in: reet Number: ty . . . . . : PALM BEACH, FL 000033480 rth Date/Age : sm 16 Employer? cupation « « 4% Oper Lic No. ; me Phone No. : 561/000-0000 Race... . . : White x . . . « + Female Height ....: 0 ight a 3 0 Misc. IDH .. : On Look out?: Other Phone Nbr: 561/000-0000 ctim Type . : JUVENILE Residency Type Sidency Sts File Charges n Identify Victim Sobriety: jury Extent Injury Type i

Se nee ea Case 1:15-cv-07433-LAP" “Document-55-1~ Filed-03/44/16 - Page-9 of 45. ---._._.___ Date: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 8 Time: 15:01:37 Incident Report Program: CMS301L Case No. .. . : 1-05-000368 (Continued) Injury Type 2 : Hospital ID Med Treatment: Phys First Name: Phys Last Name KKEKRKKEKKKKKEKE V I Cc T IT M IN F oO RM A T Io N - # 15 KRKEKKKKEKEKKKEKKEKEK SE Case Number . : 1-05-000368 Prompt valid in: ieee Street Number : city .. . . . : PALM BEACH, FL 000033480 3irth Date/Age : gammy io Employer? Jecupation .. ;: Oper Lic No, : Jome Phone No. : 561/000-0000 Race... . . : White 3@X « « « « »« ? Female Height ....: 0 Veight ....: 0 Misc. ID# .. ; 3e On Look Out?: Other Phone Nbr: 561/000-0000 ‘fictim Type. : ADULT Residency Type ‘esidency Sts : File Charges ‘an Identify . : Victim Sobriety: njury Extent; Injury Type 1 njury Type 2: Hospital ID ed Treatment : Phys First Name: hys Last Name RKKEKKKEKKAEKKES V I eT IM IN Fo RM A T TIT ON - # 16 REKKRKKEKKEKKKAKKEKEEEK ase Number. : 1-05-000368 Prompt valid in: ae treet Number: BE in ee A PALM BEACH, FL 000033480 irth Date/Age : ae 17 Employer? sCupation ..: © Oper Lic No. : ome Phone No. : 561/000-0000 Race... . . : White 2X . . . . . : Female Height... . © 0 SORE «£4 » £0 Misc. IDH ..: > On Look Out?: Other Phone Nbr: 561/000-0000 -ctim Type . : JUVENILE Residency Type ssidency Sts : File Charges in Identify .: Victim Sobriety: jury Extent : Injury Type 1 ‘jury Type 2: Hospital ID d Treatment ; Phys First Name: ys Last Name tkKAKKAAKEKEE V TCT IM INFORMATION - # 17 xxxx KKKKKKKEKKEK se Number . ; 1-05-000368 Prompt valid in: Cane reet Number : ty . . . . . : PALM BEACH, FL 000033480 rth Date/Age : lee: 16 Employer? cupation . . ; Oper Lic No. : né Phone No. : 561/000-0000 Race... . . : White xX . . . . . + Female Heignt.. «<« +. # © MnO « « 2 « & 2 Misc. ID# ..: On Look Out?: Other Phone Nbr: 561/000-0000 stim Type . : JUVENILE Residency Type sidency Sts : File Charges

Date: 7/19/0d-ase 1:15-cv-07493 LAR. pCUmERT SD I. Filed Walt4/16- Page 10 of. eres : Time: 15:01:37 Incident Report Seca CMS301L Case No. . . . : 1-05-000368 (Continued) Can Identify . : Victim Sobriety: Injury Extent : Injury Type 1 Injury Type 2: Hospital ID Med Treatment : Phys First Name: Phys Last Name tkekxkeeKE O T HER PERSON INFORMA a ION - #£ 1 kkeKKKR EE case Number . : 1-05-000368 Last Name : street Number =: tty 4 sixth Date/Age Employer? Yccupation . . : STUDENT Oper Lic No. : fome Phone No. Race’, « «.¢ « ¢ White ‘eX ~ . . . + Female Height... .: 0 leight - % 0 Person Type . : OTHER PERSON ‘ther Phone ‘Nbr: eeeeKRER O T HE R PERSON INFORMATION - # 2 ##4ekHKEX ase Number. : 1-05-000368 Last Name . . : MARCINKOVA, NADA treet Number : 358 EL BRILLO wy LEY 3 : PALM BEACH, FL 000033480 irth Date/Age : 2/21/1985 19 Employer? : SCupation. . . = Oper Lic No. . : M625620855610 FL ome Phone No. : Race ..4. « » ? White 2x ... . . : Female Height ... .: 510 eight... 0 Person Type . : OTHER PERSON cher Phone Nbr: tkk¥eeeKE O THER PERSON INFORMATION -— # 3 *exxe KKH ise Number . : 1-05-000368 Last Name é ; creet Number gOY” a : rth Date /Age : 35 Employer? cupation .. ; Oper Lic No. me Phone No. : aes, Race... . . : White xe - +. . . : Female Hetgne a « 2 4 0 ight a 0 Person Type . : OTHER PERSON her Phone Nbr: 561/330-0400 wHEEKEX O T HER PERSON INFORMATION =~ # 4 ¥ktkKkKEX se Number .: 1-05-000368 Last Name é reet Number : qe. CY fcsiow oh «8H rth Date/Age - = 37 Employer? cupation : PAINTER Oper Lic No. : ne Phone No. Race... . . : White K - & & Male Height ....: 0 ight e ae & 2D Person Type . : OTHER PERSON 1er Phone Nbr: TxeEe*ES OF T H ER PERSON INFORMATION - # 5 kkk kKEE s¢ Number . : 1-05-000368 Last Name . . : BACK, KATHY

sie, | pee Case 1:15-cv-07433.)) AP nC HMent S5-T © Filed OSAArTS ~Page 14 of 45 Pe eae late 7/19/06 CH POLICE DEPARTM Page: 10 ‘ime: 15:01:37 Incident Report Program: CMS301L ‘ase No. 1-05-000368 (Continued) treet Number aty « irth Date/Age 0/00/0000 0 Employer? ccupation FAMILY THERAPIST Oper Lic No. ome Phone No. 561/000-0000 Race .. : White ex Female Height 4. «+ #6 eight 0 Person Type OTHER PERSON ther Phone “Nbr: ase Number nployer Name jdress ity/State/Zip 10ne Number teexeeee O T HR ise Number :reet Number 561/000-0000 ***EMPLOYER INFORMATION*** 1-05-000368 PBC DIVISON OF YOUTH AFFAIRS 4200 N AUSTRALIAN AV WEST PALM BEACH, FL 33407 561/840-4540 R PERSON INFORMA ‘T TON - #€ 6 #k#kekeKHS 1-05-000368 Last Name SOY a we ke .xrth Date/Age 16 Employer? :cupation STUDENT Oper Lic No. me Phone No. Race... . White x ~ » « .» + Male Height « « « « + © ight Sy ae oe : 0 her Phone Nbr: se Number dress aE: ty/State/Zip : aime: one Number kkkkKKKK O T HE se Number reet Number Person Type OTHER PERSON ***EMPLOYER INFORMATION*** 1-05-000368 R PERSON 1-05-000368 Employer Name TNFORMA - ION Last Name HJ KERR KEKE ae = rth Date/Age 0/00/0000 0 Employer? supation Oper Lic No. ne Phone No. : 2 nee ip RACE «6 & « + White < . «1 « » + Male Height. . « «+. +? 0 ight eae ve 70 Person Type OTHER PERSON ler Phone Nbr: tktkkee O T H ER PERSON INFORM e TION - # & ¥keekeKKHK 3e@ Number - + 1-05-000368 Last Name ‘eet Number Yu... .. 3: ‘th Date/Age : 0 ‘tupation : le Phone No. . . /00/0000 0 . . . Female Employer? Oper Lic No. Race... ..4.: Height ....: 0

aes Case 1:15-cv-0743F-T AP. DocumentS5-1- Filed-03/44/16- Page-42 ef-45. ----~---~--Date: 7/19/06 BEACH POLICE DEPARTMENT Page; cal Time: 15:01:37 Incident Report Program: CMS3011L Tase No. . . . : 1-05-000368 (Continued) Weight « « « « + 0 Person Type . : OTHER PERSON Ither Phone Nbr: ik*kakeKeKK O T HER PERSON INFORMATION - # 9Q &kkkkKKEX ‘ase Number . : 1-05-000368 Last Name ; ‘treet Number : ‘ity .. . . . :(_/fi 77 es -irth Date/Age : @qgaiimme 16 Employer? ccupation ..: Oper Lic No. : a ome Phone No. : 561/000-0000 Race... . . : White ex... . . + Pemale Height «< «+. 4 = 6 GLGNE « « » 4 << @ Person Type . : OTHER PERSON ther Phone Nbr: 561/000-0000 KKK KRKEKKEKKEKEKRKKEKKEKEKKKKRKKKEK N A R R A T IT V EB # 1 RRR K ERK RK KEKE KRKKEKREKEKKEKS riginal Report LO Reported By: PAGAN, MICHELE D. 9/20/05 Entered By.: OREGERO, LAURA D. 9/20/05 On 03/14/2005, I received a call from a woman who did not wish to identify herself (later identified as MMMM). She stated that her fourteen year old step daughter (later identified as quip) possibly may have been molested in Palm Beach by a wealthy man. According to @QRMMMe, she learned of the possible molestation by a third party. She explained that she had received a call from the mother of her stepdaughter's friend. The mother claimed to have overheard a conversation between her daughter and a male friend; they were talking about @§§MM The conversation was about how i had met with a 45-year-old man and had sex with him and was paid for it. I advised that I would like to meet with her to obtain a more detailed statement and facts. QQQMMMMMR stated she did not know what to do and had to discuss the matter with her husband. At this point did not provide me with a call back number or any other information. She stated that she would contact me once she had spoken with her husband and ggg mother. On 03/14/2005 received a call from Mr. & Mrs. mmr = They stated it was all right to speak to their daughter WM via cell phone qm = . Her mother had been made aware of the case. They agreed to meet me at the police department later this date. On 03/14/2005, Mr. 2 eee accompanied by his wife jit, came to the Palm Beach Police Department where they advised me that they believed their fourteen year old daughter may have had some type of sexual relationship with an older male who resided in Palm Beach. Neither knew the Suspect's name or address. Both stated that their daughter did not talk to them about the incident, nor would she admit to it. identified his daughter SM oem DOB QURAN; cesides with her biological mother . Samm is a twin, w/t, at mil

late "ame: ‘ase 7/19/06 Case 1:15-cv-O79 38 ME HOCH ER pk PRM AR 16 Page 13 gh 45. 12 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) her sister @@MMMJF resides with Mr. MMMMMBe Both @@MMMR and Gym are currently attending which is an involuntary admitted juvenile educational facility. stays at the facility during the week and comes home on the weekend. According to she was admitted to the school because of disciplinary problems that recently escalated. The facility also coordinates with the families to provide one on one as well as family counseling. According to Mrs. @@@MMMMMMM, she believes the incident occurred on Sunday, Feb 6, 2005. A friend of named Haley picked her up at their house and left. They believe Haley initiated the relationship with the older gentleman, though they do not have any proof. Haley lives close by with her mother. Mrs, further explained that was introduced to Haley by ‘éj b, a boy she was dating _. to —— np plays baseball). Mrs. & continued that on Sunday, Haley picked up@p and drove to Palm Beach where they met the man. Supposedly, the man has a lot of money and often has young girls come over to his house. Haley offers these girls a way to make fast cash. The man starts with a massage. If he likes them, he keeps them around and does more. The did not have any information on Haley other than she lives on 72nd Place North, the last house on right side (north side). Mrs. QM talked of a conversation that she had with Qi em , the mother of Sie Qa a former friend of Qj. She found it strange that they were no longer friends until she received the call from her mother telling her of the conversation she overheard between QB and a boy named Qa Mrs. told me of an incident that occurred on 02/09/2005. @umm got into a fight at school ( ). Mrs. found over $300.00 in purse. @@MMB gave different explanations for the large sum of money. Initially the school administration thought it was drug related but then dismissed the Claim. Since that day, @@MM did not return to school; she ran away Thursday, 02/10th or Friday 02/11 and returned to her mother's house later that night after midnight. It was not until after received the call from @4MMMMMBM@ mother, ear ? a , that she learned (ii was the girl that got into the fight with @M™ The fight was instigated when @gMMMlle accused 9 of being a prostitute. Mme who has legal joint custody of his daughter any qm, signed the affidavit of prosecution indicating he wished to prosecute against the inappropriate sexual behavior with his fourteen-year-old daughter. Mr. mage: stated that he had no objections with our agency speaking with his daughter Qj about the incident. Mr. QM stated that 3 mother g@@™MMR is aware of the allegations and also was willing to cooperate. According to Mrs. @@BMMMMMMe, she does not believe her daughter had any additional contact with the suspect as she was with

ase ee iséT: 15-cv- -CAP- Document 55-T ~ Filé AIT6 “Page 14 of 45° ~~ ~~ 7-7-7 7/19/ oo ee CVO RSiM BEACH BOLTOR DEPARTMENT pen v Page: 13 15:01:37 Incident Report Program: CMS301L No, : 1-05-000368 (Continued) her mother and then placed into #3. rovided me the information I contacted the School Board Police who for «4 also known as id ; 2 . Checking the school board records for @@@#iand <i: there was no disciplinary record found. I was advised if no disciplinary action was taken for a fight, such as an expulsion or detention, the incident may not have been recorded. This was at the discretion of the individual school security and principal. 03/15/2005, I called the Palm Beach County Sheriff's Office and left a message for PBSP Sgt. Chris Keen, Child Abuse Unit. On Sean I went to QQMEEE where I met with white fenale @iyw @uiimimge «Also present was Kathy Back, therapist. During an audiotaped interview, I spoke with about the allegations that were made. initially denied anything had happened, only admitting to going with Haley (later identifjed as Haley Robson) to Palm Beach to pick up money Robson was owed. Gime. en fied Haley Robson as the cousin of her former boyfriend Gye )«=6She ultimately admitted to knowing that Robson worked for a wealthy man and possibly did sexual favors for him. She also admitted that Robson had offered her an opportunity to make money . identified Robson's boss as a white male named "Jeff" who lived in Palm Beach (later positively identified as Jeffrey Epstein) . explained that she was first approached by Robson to go with her to Jeff's house, when they were at QQMMMMB house. According to she was not sure exactly what was going on with Robson but agreed to go with her. @aa GUM boyfriend) became angry when he heard Robson inviting @MMMMM® to accompany her. . @@@MMe believed it was to pick up money the man owed Robson. eM stated Robson told her that she would pick her up at her house on Sunday. was not sure of the exact dates but knew it was a Sunday. According to GRRE, Robson along with an unknown ossibly Hispanic female, picked her up at her father's house on nine. milion told her father that they were going shopping. It was later confirmed by that Robson picked his daughter up. According to Mr. (qu, Robson drove a pick up truck. Robson drove @ii——~£t, along with the unknown female to Palm Beach. Sometime on the way there, a conversation occurred between Robson and Que whereby Robson told 4M that if Jeff asked her (QM) age, she should say she was eighteen. Sin vecalled that Jeff's house was on a dead end street. All three girls walked up a driveway, past what appeared to be a small guard/security room. In fact, ‘ii. recalled a male approaching them asking what they wanted. Robson stated they were there to see Jeff. The male allowed them to continue walking up to the house.

Soe Ren Be Se Saas CaSé 1515-¢V-07433-LAP. “Document 55-1- Filed-03/44/16- Page-15 ef-45- - --------Yate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 14 Time: 15:01:37 Incident Report Program: CMS301L Tase No. . . . : 1-05-000368 (Continued) GS stated the man told them that Epstein was not there but was expected back. He allowed them to enter the house, via the kitchen. He offered them something to drink while they waited inside. Shortly after, Epstein and a woman, described as white with blond hair entered the kitchen. believed the woman was Epstein's Assistant. added that the woman did not seem friendly and kept her responses short and direct. -Epstein introduced himself to as Jeff . @QQ@IMMMMe got the impression that Epstein and Robson's friend knew each other. @@@MMMW described Epstein as being approximately forty-five years old, a long face, and bushy eyebrows, with graying hair. Robson and Epstein left the kitchen leaving@@MMl and Robson's friend alone in the kitchen. They returned a short time later. all spoke briefly in the kitchen. While speaking to me, became upset and started to cry. WMRBBBMMMM® stated the woman instructed her to follow her upstairs, which she did. According to , the woman led her to a room that had a massage table in it. The woman started to fix up the room, putting the covers on the table and taking lotions out. She then told QM that Epstein would be up ina second. The woman left the room, and soon after, Epstein walked in and td6ld QQ to take off her clothes. As GMM was telling me what had¢happened, she looked away from me, and with a pointed finger, repeatedly pressed it into her thigh. Qa stated he was stern when he told her to take off her clothes. said she did not know what to do as she was the only one there. took off her shirt leaving her bra on. Epstein, dressed in a towel told her to take off everything. QM stated she removed her pants leaving her thong panties on. Epstein then instructed her to give hima massage pointing to a specific lotion for her to use. Epstein laid on the table, face down. As @MMNMMMMDbegan to give Epstein the massage, he told her to get on his back. Guinie, stated she straddled herself on Epstein's back. @EMIRW stated her exposed buttocks were touching Epstein s bare buttocks. As was giving Epstein the massage, he turned around, and wacked 2 ———_— later explained that wacking off was masturbating) . stated she was disgusted by Epstein's actions but did not say anything. According tod Epstein told her that she "had a really hot body." Epstein excused himself and went to the bathroom where she believed he masturbated again. Epstein returned to the room and told gM that he was done and gave her three hundred dollars. They went back down stairs where they met Robson. Epstein said good-bye and they left. Robson asked @RMMMMP how did it go and asked what did she (Es do. When QM told Robson that_Epstein asked for a Massage, Robson allegedly stated "I — stated they then went shopping. stated Robson also got paid, but that she did not know why since she was confident that Robson did not do anything. They QGUUMMNNNP described Epstein's house as a two story pink house with a Cadillac Escalade parked in the driveway. tie were gates leading into the property. From the kitchen, ecalled walking up a flight of stairs, lined with photographs, to a room. Upon entering

date: 7/19/06Case 1:15-cv-07 das} AR aR aCHOER EE TecaleiMayT 16° Page T6 Offs — 15 Time: 15:01:37 Incident Report Program: CMS301L Ee SE De ee SA Se ee ese SS SP SS i a hem or oa aR, cee gl ee casero gs ce tase No. . . . : 1-05-000368 (Continued) »the room there was a large bathroom to the right. Qigp recalled a hot pink and green sofa in the room. There was a door on each side of the sofa. ‘recalled there being a mural of a naked woman in the room, as well as several photographs of naked women on a shelf. @@immm stated Epstein did not change in front of her but did take “off his towel, exposing himself. iZ—~—~, recalled Epstein being hairy especially on his chest. Epstein also had a hairline that continued to his buttocks. 4B admitted to seeing his penis. I asked @@MMMMaB if she knew what being circumcised meant and she stated no. @@MMMMMMMB then said that she thought Epstein was on steroids because he was a "really built guy and his wee wee was very tiny, * Revould explain that when she stated "wee wee" she meant penis. aS 2 Epstein exposed himself when he took his towel Olt, placing it on the floor as he laid down on the table. OOM said Epstein was specific in his instruction to her on how to massage, telling her to go clockwise, etc. GMM recalled that Epstein got up from the table and went to the bathroom where she heard him making, what she believed to be sexual type of noises. (moaning) He then returned to the room where he again laid down on the table. Epstein then turned over and instructed 4m to massage his boobs. As she did this, Epstein continued to make moaning noises. qummmmmess resumed massaging his chest area. GMMR was now standing on the ground. Epstein turned to his side, and with the towel._on the ground started to rub his penis in an up and down motion. on stated Epstein held on to the small of her back as she massaged his chest, back and shoulder area. -—2-——Z/—> recalled Epstein ejaculating because he had to use the towel to wipe himself as he got off the table. MMe, also recalled Epstein having a noticeable freckle on his chest. Epstein then left the room and GimmMMm got dressed. She went back downstairs where she met Haley and the unknown white female. admitted to getting paid three hundred dollars in cash from Epstein. Before they left, Epstein asked @QMMMB to leave her phone number. As they were leaving the house, Haley asked mm what had happened and how much she was pald.-§ — ZT stated Haley seemed upset or jealous when she told her that she received three hundred dollars. Haley stated received only two hundred dollars that day. 2s stated that she believed Haley was paid two hundred dollars for bringing her. Robson told GMMR that if they do this every Saturday, they could be rich; @M@MMMMMMB agreed. They then went shopping, though she is not sure where. Possibly at TJ Maxx or Marshall's. stated she never saw Robson again as she got into a fight at school. She had not spoken with Robson either as her mother took away her cell phone. T asked QR if she was aware of any video equipment while she was in the room. She stated no.

ate: 7/19/06 CAS? 1S CV ON AE CP CUO TU ob PAA TMBRI TS “Page 17 oh 5 16 15:01:37 Incident Report Program: CMS301L ‘ase No. . . . :; 1-05-000368 (Continued) GUNEME stated she was afraid that Robson would retaliate against her or her family if she ever went to the police regarding the incident. G@ummmiiinm stated that her father's vehicle was recently vandalized. admitted to telling aM what had happened with Epstein. According to? _——_—_=!_!, @9iMMbecame angry and upset, punching a hole in the wall. Qe! guessed that it was who told aims QUE about the incident, and now there were rumors in school about yaaa and what she did with Epstein. I then talked togSMMMMMMMM about truth and lying. We talked about the color sweater she was wearing. denied having sexual intercourse with Epstein. She denied touching his penis. GaaxRiiiz again admitted to observing Epstein masturbate. agreed to cooperating with the police department in placing a phone call to Robson in a controlled setting. I met with Ms. Back and advised her of the families' as well — willingness to cooperate with this investigation. Copies of this interview were placed into evidence. I made contact with@ DP nother of a ae 5 advised her briefly of my investigation. She was aware of the incident and stated that she overheard a portion of a conversation that her daughter was having with a boy named Qe @QUWIWIsiated that it was her opinion that both girls liked ayy recalled hearing her daughter calling a whore. admitted that she did not listen to the entire conversation but did confront her daughter about it later. @aMm,told her mother that something _to the effect that QSMMMMBp had slept with an older man for money . ae stated that she would not object to me speaking with her daughter. It wasqtiiiMMimbelief that everyone in the school may have known about this because of the fight that her daughter andes, had gotten into. I reminded tam that this was an ongoing investigation and requested she not discuss the fact that I had contacted her. She agreed. On 03/16/2005, PBSO Sgt. Chris Keen left a message that he was returning my call. I spoke with Keen and discussed the case with him and inquired if he had any open allegations or cases where the suspect resided in Palm Beach. Keen stated he was unaware of any. Keen offered any assistance if needed. Keen stated it was his experience that due to the age of the parties involved, it would be difficult to interview them and expect the investigation to remain confidential. Because of the time delay, there was no need for the victim to be taken to a medical facility for a physical for the purpose of obtaining evidence. There was also no need to take her to CPT as she was already in a juvenile facility, with an assigned therapist, in which coordinating a day and time to obtain a statement could be made. On 03/17/2005, I queried Jeffery Epstein on the internet and obtained

Jate: ase 7/19/0 g case 1:15-Cv-07433-] AR AR eCHment 25-1, phil G03) ait 4/16 “Page 18 Say Es ee re 3 13701437 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) a photo of Epstein to be used in a photo line up. I met with at which time she viewed the photo line up. She immediately recognized Epstein and pointed to him (Position #5). qe signed the photo line up under Epstein's picture. This signed line up was placed into evidence. On 03/18/2005, I met with QQ at her residence for the purpose of placing a controlled call to Haley Robson. spoke with Robson and asked if she could arrange another meeting with Jeff. Robson stated that she would have to call him and make the arrangements. A copy of this conversation was placed into evidence. 03/19/2005, I spoke withqugi, Ieee 2ncSgge Om, and was advised that left the state to visit with her aunt and uncle. G@SRRMMBepis scheduled to return to Florida on 03/27/2005 03/21/2005, I coordinated with PB BSF Unit and OCVAN to initiate surveillance on 358 El Brillo. 03/21/2005, Coordinated with Det. Lee regarding trash pulls from 358 El Brillo. On this same date I called Qi Gaimmmeto schedule an appointment to speak with @iim She stated the school guidance counselor was reluctant to have police presence at the school. I assured her that I would respond to the school in civilian clothes and an unmarked vehicle. Gi Ve called me back and advised that I did not need to make an appointment to see ewe I received a return phone call from Que QR stating thategmiitie: would be attending the family therapy sessions witha, I received messages fron =i ie. I conducted a computer query on Epstein. The results of this query indicated the most recent driver's license on file for Epstein was for the state of Florida, which had expired. A cross reference of Epstein s residence, 358 El Brillo, Palm Beach, revealed the following affiliated names: Nada Marcinkova, w/f, dob 02/21/1985, Mark L. Epstein, w/m dob 07/14/1954, & Ghislaine N. Maxwell, uk/f, dob 12/25/1961. A computer query for both returned no history. On 03/23/2005, I spoke with (> QQ cell phone wk Gq I requested that she not discuss the incident with anyone including her daughter QM as I did not want the investigation compromised. I was told at this time, that @@MBMM and QM have not been getting along due to the fact that@@MM has decided to continue living with her father. On 03/29/2005, I placed telephone calls to both the @MMpand i residences requesting to speak with them regarding the

fate: 7/19/06C88e 1-15-Cv-0/ BRR Aiea DOCH e GEPAMIENE 16 Pade 19 Of 25 = 18 jate Time: 15:01:37 Incident Report Program: CMS301L ‘tase No. . . . : 1-05-000368 (Continued) investigation. I received return phone calls from Mrs. and Mrs. and advised them that I would be contacting Kathy Back, @MM— family therapist to coordinate a time to meet with@i™ This was at the request of both Back and Mrs.qiiii that Wm strict classroom and therapy schedule be disrupted as little as possible. I also updated them to the investigation thus far. Both Wm and stated they had no objection to my meeting with jm In speaking with Ms. she identified the cell phone number of being the phone assigned a Ms. had no objections and provided consent to giving it to the police cain sce for the use of placing controlled phone calls from 1S stated the phone had been taken away from Qp as part of her punishment for not doing well in school. According to used to be an excellent student, but in the past two months has become irritable, verbally abusive to the family and has run away. GS@imgpstated her daughter's recent behavior is the opposite of what she normally is, GMM stated they are going through family therapy sessions with the school but none of this had come up. Arrangements were made for Det. Captain Gudger to retrieve the cell phone from@iiiimpat her place of employment. I calledg Re Oe ee 5 eS and requested to speak with Ms. Back. Upon speaking with Ms. Back she advised me that she was in the middle of therapy sessions and would call me back once the sessions were completed. Ms. Back stated the sessions should be concluded by 7:00 PM. At approximately 8:00PM I had called Ms. Back at which time I left a message on her voice mail requesting a return phone call. I spoke with Me ED 220 advised her that I did not meet with her daughter and that I would again attempt to coordinate a time with the counselor so as not to disrupt Bschool schedule. had no objections. Shortly after speaking with Ms. I received a call from Ms. Back. I explained the situation and requested a time to meet with Back reviewed schedule and advised that Qi would be available after 3:00PM. On_03/30/2005, I met with Ms. Back anc’? iia at I reminded qian of her conversation with Robson. During this time QM initiated a conversation with me in which she admitted that she was not telling me everything that had happened during the time she was alone with Epstein. According toqieyyaaab while she and Epstein were alone on the second floor, Epstein used a purple vibrator to massage her vaginal area. stated there was no penetration as the vibrator was on top of her underwear. I asked (iim if Epstein ever asked her age and she stated he had. pep stated she told him she was eighteen. When Epstein asked what school she was in, QQ responded she was in the twelfth grade at WM. During the course of this incident, stated Epstein told her that Haley had worked for him for years. We then continued with the controlled call to Robson. At approximately 3:35pm from her cell phone, made a call to Robson s home, (561)333-0180. Robson was not home. mae was told

Se ee Ase 1°15-ev- i “Document 55-1" “Filed 03/14/16" Page 20 of 45 ---------Yate: i/19f08 Wy WEACK POLICE DEPARTMENT a Page: 19 Time: 15:01:37 Incident Report Program: CMS301L ‘tase No. . . . : 1-05-000368 (Continued) that Haley Robson was at working a double and could be reached on her cell phone, (561) 308-0282. W/F, Haley Robson is employed at The Olive Garden Restaurant, located on Forest Hills Blvd in Wellington. G@GRMMMEMS called Robson. During the conversation between Haley Robson and Robson asked q@@iiiii/, what happened, stating that she had heard rumors that? was going to press charges. Robson asked if they, meaning parents, knew about Jeffery. Robson claimed to have heard that father had found out about Jeffrey. @llgm GHB told Robson that ‘oan (her parents) did not know anything about Epstein. Robson told that Epstein needed someone to work tomorrow and asked if she was available. Robson stated she would call Epstein and then cal] (qq back. During the course of these conversations with @@gigymyl@iMmMmm she would at times appear to be articulate and well spoken. She would then start to act in an immature manner, by looking around, not paying attention, drawing on a paper. GRIMM would offer me a high five whenever she claimed to have told me the truth in the details of the afternoon at Epstein's house. @j—_—_—MMm would sit in the chair, with her knees propped up to her chest as she admitted that she did not tell me the all the details of her encounter with Epstein during our first meeting. As a means of positive reinforcement I would high five On 03/31/2005, subpoena requests for T-Mobile Wireless (561) 317-2143 and Cingular Wireless, Gen: (Robson and GRR phone numbers) were drafted. On 04/01/2005, I met with members of PB BSF Unit for the purpose of conducting surveillance on 358 El Brillo. Cross-reference supplement. On 04/01/2005, I met with Det. Krauel of the Palm Beach Police Department who provided me a copy of the concealed weapons permit for Mr. Epstein. It revealed Epstein had a valid permit. There was no current photo attached to the renewal notice. On this same date I queried various different web sites for a possible identification of the purple item retrieved from the trash pull from 358 El Brillo. The item was similar in description as the one described by Gi and used by Epstein. I made contact with Spicygear.com and spoke with the owner John. I emailed a photograph of the item for his opinion. He identified the items as a Jelly Anal Wand of some sort. The item is easily available at sex shops in South Florida. 04/06/2005, I conducted business queries into Epstein utilizing the internet. I located articles relating to financial reports. There was no local history. On 04/01/2005 ~- 04/03/2005, with the assistance of BSF, there was

Jate: Time: fase eee CASé 1°15-6V-07433-1AP “Document 55-1" “Fited- 03/14/16" Page 2t oF 45 ---------7/19/06 LM BEACH POLICE DEPARTMENT Page: 20 15<0L437 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) continued surveillance on the property. On 04/04/2005, I obtained a copy of voice mail messages, dated 03/31 and 04/01 from Haley Robson to@iig) gam A female identifying herself as Haley states that she could pick @iSiiiM/[/~up to take her to Epstein's house for an eleven o clock appointment. A copy of this was placed into evidence. On 04/05/2005, a trash pull was conducted at 358 El Brillo by Det. hee and me. There were several messages written on various forms of papers. There was a message from Haley, indicating @§JB11:00. ‘The following was additional information obtained from trash retrieved from 358 El Brillo: Jean Luc 6:20 AM; David 772-546-6952; Sarah Kellen 655-0995; 881-8116;655-0995 iii QING Alexis, GMM Brit; Rion 1x; fuliias Friday 5:30PM;Joanna H;WildetjmZ & ie; Nicole; Sherry; Haley; a message receipt dated 4/4 1:05- Joanne S. 771-0546 She is looking to speak to you .; 917-7783-4113. On 04/06/2005, I faxed subpoena requests to SA Mighdolls office for Epstein, Robson and phone records. (Phone numbers (561) 832-4117, (561)317-2143, & (561) 383-7542). On 04/06/2005, I calledaaggm | a ext 311, and spoke with Principal » He confirmed that they had a student by the name of QM He requested a written request prior to releasing any additional information. On this same date I faxed Heers a request for student and parent information on I advised Heers that due to this being an open investigation he was not to discuss the matter with anyone. On 04/08/2005, I received a message fro roviding me the following information: w/n DOB iim quinine, — Parents name: (iii Gi, Work Giro, Det. Lee provided me with trash obtained from 358 El Brillo for 04/06 04/07/05. The following information was retrieved: Jet Aviation 800-538-0724 itinerary, indicating a departure date of 04/05/2005 at 4:00 PM with an arrival in New York City of 6:15PM. Flight crew captain David Rodgers, co-captain, Larry Visoski, flight engineer Larry Morrison. Call sign N908JE; a note stating Bye J. thank you Johanna, hand written notes & messages 11-Glenn, 12:30 chicken, Melissa_4, 3 September B & J, Big Screen x8, Johanna work Sunday @ 4PM, MMM Monday after school?; left message for Joanna Harrison, Rhiannon; Sandy works 4-9 Monday and Tuesday, leaves school @ 11:30 AM; will be here tomorrow @ 10:30 Am; Mrs. Business 654-6699 Karen; 833-4533. There was no trash for 04/08/05. 04/22/05 received the results of a subpoena request from Bellsouth for 561-832-4117, The results only provided subscriber information. I contacted Alice Grant Investigative Subpoena Compliance Center who Stated the request was not complete and the results would be sent to

yates _7/19/06C886 115-67 OTRAS TAI, RCUGERLES REMBNEI TO PAD 22 Of 88 2 -- === Time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) me as soon as the query was finished. Cross-referencing the names Christine Tatum and Joanna Harrison as well as phone numbers, which were obtained from message notes via trash pulls, I identified the before mentioned individuals as being acquainted with someone at 358 El Brillo. Tatum, DOB 06/07/1984, FL DL #T350115847070 and Harrison, DOB 06/12/1986 FL DL3h625432867120 are both above the legal age of consent. On 05/03/2005, I spoke with and updated her on the investigation. stated that qq was doing well in the school. Her contact with the outside is limited as they do not have access to the phones. @&jmcomes home on the weekends and she is not allowed to go anywhere alone. On 05/11/2005, I made arrangements to meet vith ade On Thursday, 05/12/05, I spoke with@aaa Gimme regarding the case. They will be moving to GA in July 2005. They will be very busy over the next few weeks but would be available via phone. Will coordinate a date to meet to discuss thé inatter further. During this week I conducted surveillance at Epstein s residence and at the airport, but there was nothing to indicate that Epstein was in town. j Due to conflicting appointments, rescheduled until 06/02/2005, to meet with Ms. I also spoke with@liNMMMimmm and updated her to the investigation. On 06/02/2005, I met with QR and QD WEEEs advised that she could be reached via her cell phone until she is able to ‘provide me with; her new sontact information. , * he : I also received a message fron Attempted call back but the line was busy. June 14, 2005, I received information that Epstein's plane was at Jet Aviation. I spoke with Det. Lee regarding surveillance. it called the Olive Garden and asked for Haley Robson. I was advised she was not working today. This would indicate that Robson was still employed there. On 07/07/2005, I faxed subpoena requests to SA Mighdolls office for Epstein, Robson and phone records. (Phone numbers (561) 832-4117, (561)317-2143 and (wm. he original subpoena requests only provided subscriber and billing information. On 07/20/2005, conducted a trash pull arranged by Ofc. Lee. Inside there were misc. papers with phone numbers and names. There were

: 7/19/06 CASe PISO Bead SOnt ee DEPARTMENT 0 PAGE 235g 22 ase 15:01:37 Incident Report Program: CMS3011L No. . . . : 1-05-000368 (Continued) misc. female hygiene products in the trash. Based on a prior Auto Track report done on 358 El Brillo, a possible subject residing at the residence is Nada Marcinkova. Marcinkova fit the description provided by officers who had conducted surveillance in the area of a female seen entering and leaving the residence. On 07/21/05, I received the Duces Tecum dated 07/18/05, which was clerked by ASO On 07/26/2005, I received the results of Bell South Subpoena. On 08/04/05, I received DHL Express from T mobile with the results of the query. I spoke with Wii who confirmed that @mi§was still living out of state. It appeared that all was going well. I left a message for Daim. at Ge On 08/08/2005, I received the results of Cingular cell phone subpoena. During the week of 09/08/2005, I checked 358 El Brillo and the Palm Beach International Airport but there was no direct indication that Epstein was in town. On 09/08/2005, I reviewed the case notes of this file, as the case will be turned over to Det. Recarey. k 4 : On 09/11/2005, while on patrol, I conducted a check at Epstein's residence and found that it, still,had the hurricane shutters on. Ona drive by the Palm Beach International Airport later that afternoon, I did not observe Epstein's plane. On 09/14/2005, I conducted a check at the Palm Beach International Airport but did not see Epstein s plane. On 09/19/2005, I spoke with GA @MMMMpto keep her updated and to Find out if there was any change of address or phone numbers for ay I was told no. I left a message for at (2-aee in order to provide her with Detective Recarey s information. TREKKA KKKEKKAKHKHEK NAR RAT IVE FED RAH KKAEKKEKEKHKEKEKEKEEKRE KEE Reported By: RECAREY, JOSEPH 9/21/05 Entered By.: ALTOMARO, NICKIE A. 9/21/05 On September 19, 2005, I met with Officer Pagan and received the information pertaining to this case. Members of the Burglary Strike Force had previously been conducting surveillance on both Epstein and Robson. Officer Munyan was assigned to monitor the Epstein home and Sgt Sorge and Officer Minot were assigned to monitor Robson. Both teams provided a surveillance log that will be placed into the

Jate: time: ‘ase KKK A aK 4 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) attachment file. Det. Dawson was assigned to relieve Officer Munyan at 4:00 pm; he informed me that at approximately 8:00 pm, Epstein had left for the airport and his private jet was sitting on the tarmac. Epstein's private vehicle drove to the jet and unloaded packages into the jet. It appeared that Epstein left the county at this time. Surveillance will continue to determine when Epstein will return. Inv Continues. KR KKK KKK AAEAEAEKKEKE NARRATIVE: HO RAK KKK KKK RK ERK EKA KEEE EE Reported By: PARKINSON, GREGORY A. 9/23/05 Entered By.: ALTOMARO, NICKIE A. 9/23/05 On Friday, September 23, 2005 at approximately 1:45 p.m., I began to copy a tape micro cassette, under case number 05-368 and property number 05-243, tape number 1. I placed the tape in the telex copy-et, series 2 machine and began to go through the copying process. Approximately 1/2 through the tape, the tape wrapped around the spindle and became locked and stretched the tape. I examined it and determined that it was in the best interest to leave it as it is asa prior copy had been made and turned over to Sergeant Frick. I immediately took the tape to Sergeant Frick and allowed him to examine it and then obtained the copy from him and Detective Recarey and brought the copy of the tape down and made a copy for him based on that. The tape was placed back in the original container and is retained in the evidence bag under the previously mentioned property number of 05-243. It is not advisable to attempt to copy this tape as further damage could result to the recorded material and there is an existing copy anyway. kkk RK KAKA KKK RAKE REEK NARRATIVE fh GREK KRER KKK KEK REKEKARKERK AE Reported By: PARKINSON, GREGORY A. 9/26/05 Entered By.: ALTOMARO, NICKIE A. 9/26/05 On 3-24-05 at 11:00 pm, a copy of tape 2 (case number 05-294) had been made for Det. Pagan by Evidence Specialist Annette Badger. The copy was turned over to Detective Recarey. On Friday, 09-23-05 at approimately 2:15 pm, I was in the process of reproducing audio tapes (micro and standard) to standard size when it was discovered, in the test review process, that tape number 2 was blank. I notified Sgt. Frick and Det. Recarey. I was informed that they had a prior copy and I could use it to make a master tape. I did so and when reviewing and signing the evidence sheet, I noticed Evidence Specialist Badger had written "#2 is blank." I obtained that copy from Det. Recarey and made a new copy ona Standard size tape. The new copy was placed in the evidence bag under

wetter nln SES TB LeV- “Dacument 55-1" Filed 03/14/16" Page 25 of 45 ---------yate: 7/19/06 88° PSV OE EACe BOL ICe DEPARTMENT = Page: 24 Time: 15:01:37 Incident Report Program: CMS301L Tase No. . . . : 1-05-000368 (Continued) property number 05-294 with the blank tape. LAKE KARE EEE EKER EKKEEKKER N A R RAT op VE # 5 RRAEKRKKKKREKKREKRRKEKKEEKKKKKEK JA Reported By: RECAREY, JOSEPH 9/26/05 Entered By.: ALTOMARO, NICKIE A. 9/28/05 Copies of the tapes that were submitted into evidence were requested. Additionally, trash pulls were started on September 21, 2005. Sgt. Szarszewski made telephone contact with Tony Higgins, Supervisor of the Sanitation Department, and requested that trash be collected at the Epstein House located at 358 El Brillo in Palm Beach. Sgt Szarszewski met with Sanitation worker, Jeff Williams and observed him enter the property at 358 El Brillo. Shortly thereafter, Williams exited the property and placed the three white trash bags in the empty well in the rear of the truck. Williams then drove away where he met with Sgt. Szarszewski who removed the bags from the well and placed them into one large black trash bag. The bag was returned to the Police Station where I was waiting for him. Upon his arrival, we inspected the bags where several notes and papers were found. These notes contained names of girls with times. Additionally, there was a note from agi and Laura to Jeffrey Epstein on a notepad, which stated,"For a good time call qm and Laura at SM." Also, there was another telephone number on the note GM Also found was a written note, which stated, @@Mmm can not come at 7 p.m. tomorrow because of soccer. These items were written on notepads that contain Jeffrey Epstein on the bottom of the notes. These items were placed into evidence for future follow up. I requested subpoenas for subscriber information on the telephone numbers listed above on the note from! and Laura. The cellular telephones QB and are both assigned to Cingular Cellular Service. Other notes were found within the trash on Jeffrey Epstein pad, papers that contained telephone numbers. One note had with written on it. This cellular number is assigned to Cingular Cellular Service. Another sheet had written QM which is assigned to Bell South Telecommunications. The subpoenas were picked up and submitted to Cingular and Bell South Telecommunication for subscriber information. On September 22, 2005, I was informed by Sgt. Szarszewski that there would be no trash pick up as it was recycle pick up day. A request for copies of the micro and standard size cassettes were requested from crime scene to familiarize myself with the interviews conducted. On September 23, 2005, the tapes were received and I began to become familiar with the interviews that were conducted. Det. Krauel had met with Town of Palm Beach Sanitation worker, Jeff Williams and observed him enter the property of 358 El Brillo. Shortly thereafter, Williams exited the property and placed the three white trash bags in the empty well in the rear of the truck. Williams then drove away where he met with Det. Krauel who removed the bags from the well and placed them into one large black trash bag. The bag was returned to the Police Station where I was waiting for him. Upon his arrival, we inspected

ate: 7/19/06CA8€ 1:15-cv- 07838 At PRCHREPER Taran E16 Pade 26 oF f5 — 25 ‘ase 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) the bags where several notes and papers were found. The notes will be inspected for future use. The items collected were placed into evidence. It became evident that some of the recordings were recorded with background noise and some interference. The calls most affected were the control phone calls from the victim to the suspect Haley Robson. I obtained the graphic equalizer and discovered that the calls are able to be legible with the use of the equalizer by lowering the background noise and increasing voice gain. I also learned that a tape was broken during the coping of the tape. I returned the copy of the tape marked Property Number 05-243 to have it recopied to have an original in evidence and a working copy with the file. Upon researching the file, it was discovered that the suspect, Haley Robson's cellular calls were subpoenaed incorrectly. The suspect telephone number was 561-308-0282 and the original request was for 561-908-0282. I requested the information through Cingular Cellular Service from February 2005 through the present. The purpose was to have a record of Robson making calls to victim, Jeffrey Epstein and the frequency of calls. Tha .request was submitted to the State Attorney's Office. Investigation Continues.... THAR AAKKEKKAKKKKKAEKKAAKKKEKE NA RRA T IVE # 6 RRR Kk aR ROR aR ka kk ke \ Reported By: KRAUEL, CURTIS D. | ~~ 10/06/05 Entered By.: ALTOMARO, NICKIE A. 10/06/05 On or about September 23, 2005 at approximately 0915 hours, ‘I°responded to 358 El Brillo and met with PB Sanitation worker Jeff Williams. Williams had been previously notified to assist in trash pulls at the residence of Jeffrey Epstein, 358 El Brillo, Palm Beach, Florida. I observed Williams enter the driveway of 358 El Brillo and remove several plastic bags of trash and place the contents into the back of an empty sanitation truck. I then followed Williams to a predetermined location and seized the trash from the truck. The trash was transported to the Palm Beach Police Department where I began sifting through its contents. There was a total of 4 white in color plastic bags and each contained documentation and correspondence for 358 El Brillo and Jeffrey Epstein. All documents of evidentiary value were removed and turned over to Det. Recarey for follow-up. On or about September 26, 2005 at approximately 0900 hours, I responded to 358 El Brillo and met with PB Sanitation worker Jessie Jones. Jones had been previously notified to assist in trash pulls at the residence of Jeffrey Epstein, 358 El Brillo, Palm Beach, Florida. I observed Jones enter the driveway of 358 El Brillo, where no trash was located within the receptacles. I left the area without incident

Jate: “ime: ‘ase 7/19/06 Case LIS-(V- OBS P i NeACe POLTOR DEPARTMENT Y TO Pade 27 fete - . oe 15:01:37 Incident Report Program: CMS30iL No. . . , : 1-05-000368 (Continued) and notified Det. Recarey to that affect. On or about September 27, 2005 at approximately 0915 hours, I responded to 358 El Brillo and met with PB Sanitation worker Jesse Jones. I observed Jones enter the driveway of 358 El Brillo and remove one plastic bag of trash and place it in the back of an empty Sanitation truck. I then followed Jones to a predetermined location and seized the trash from the truck. The trash was transported to the Palm Beach Police Department where I began sifting through its contents. There was a total of 1 white in color plastic bag which contained correspondence for 358 El Brillo. All documents of evidentiary value were removed and turned over to Det. Recarey for follow-up. On or about Monday October 3, 2005 at approximately 0915 hours, I responded to 358 Hl Brillo and met with PB Sanitation worker Jeff Williams. I observed Williams enter the driveway of 358 El Brillo and remove several plastic bags of trash and place the contents into the back of an empty sanitation truck. I then followed Williams to a predetermined location and seized the trash from the truck. The trash was transported to the Palm Beach Police Department where I began sifting through its contents. There was a total of 7 white in color plastic bags with a red tie and 1 black in color bag which contained 2 white in color plastic bags with a red tie. Each of the bags contained documentation and correspondence for 358 El Brillo and Jeffrey Epstein. Inside of one of the white in color bags, I located a broken piece of a hard plastic or clear acrylic stick, which was shaped with small ridges. This device is commonly used as a sexual toy which is inserted into the vagina or anus for stimulation. This item, along with all documents of evidentiary value were removed and turned over to Det. Recarey for follow-up. On or about Tuesday October 4, 2005 at approximately 0928 hours, I responded to 358 El Brillo and met with PB Sanitation worker Jeff Williams. I observed Williams enter the driveway of 358 El Brillo and remove several plastic bags of trash and place the contents into the side well of the sanitation truck. This side of the truck is separate from the rear of the truck and does not come into contact with other trash. I then followed Williams to a predetermined location and seized the trash from the truck. The trash was transported to the Palm Beach Police Department where I began sifting through its contents. There was a total of 2 white in color plastic bags which were tied at the top. Each of the bags contained documentation and correspondence for 358 El Brillo and Jeffrey Epstein. All documents of evidentiary value were removed and turned over to Det. Recarey for follow-up. On or about Wednesday October 5, 2005 at approximately 0928 hours, I

~~" == CHRE TTS CVO TERE LAP” Dociniel =~ Filed 03/141 T6 ~ Page 28 uf 45- - -------: 7/19/06 CASE 1 15-CV OE PUL oe AAS Os rate Pag Page: 29 ‘ase 1LStOLG 27 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) responded to 358 El Brillo and met with PB Sanitation worker Jeff Williams. I observed Williams enter the driveway of 358 El Brillo and remove several plastic bags of trash and place the contents into the bed of the sanitation truck. I then followed Williams to a predetermined location and seized the trash from the truck. The trash was transported to the Palm Beach Police Department where I began sifting through its contents, with the assistance of Det. Recarey. There were a total of 2 bags, one of which was white in color and tied in a knot at the top, and the other was a black in color bag, which contained two white in color trash bags along with loose debris. Each of the bags contained documentation and correspondence for 358 El Brillo and Jeffrey Epstein. All documents of evidentiary value were removed and turned over to Det. Recarey for follow-up. ER AKKERKKKAKKAAKARAAEARAEAEHE NARRATIVE HD RE RRR KKK KR KR KK AR KERR RAR RK \ Reported By: RECAREY, JOSEPH 10/07/05 Entered By.: ALTOMARO, NICKIE A. 10/07/05 I met with Det. Krauel and requested further assistance to maintain trash collections at Epstein's residence at 358 El Brillo Road. on October 3, 2005, at approximately 10:30 am, I was contacted by sgt. Frick to respond to the Palm Beach Police Station. Det. Krauel had observed Jeff Epstein riding his bicycle on South County Road. Upon my arrival, I met with Sgt Frick who advised, as Epstein was currently in Town; we interview Haley Robson as to her involvement with Epstein and the girls that are brought to his house. As we were to interview Robson in the county, (outside of our jurisdiction), I contacted the State Attorney s Office Investigation Division, and made contact with Assistant Supervisor Investigator Carlos Ortiz. I requested assistance to interview Robson as the interview may occur in the county. Supervisor Ortiz assigned Investigator Mike Waites to assist us at the location and interview of Robson. Det. Dicks had responded to the address of Robson and viewed her vehicle parked in the driveway. Robson's vehicle a red Plymouth Neon baring Florida Tag of H49-PKB was parked in the driveway of 12247 72nd Court in Loxahatchee. Sgt Frick and I responded to 120th Ave and awaited the arrival of Investigator Mike Waites. Upon his arrival, he was briefed that should she wish to be interviewed within her home he would be needed. However, should Robson agree to return to the police station for further questioning, he would not be needed. sgt. Frick and I knocked on the door and met with Haley Robson. Robson was told that we were investigating a claim involving Jeffrey Epstein of El Brillo in Palm Beach. Robson was asked if she wanted to accompany us back to the police station for further questioning. She was also told that at the conclusion of the interview she would be returned home. She agreed and wished to change her clothes prior to accompanying us back to the police station. At the conclusion of her changing clothes, she advised she was ready to go. I thanked Inv. Waites and advised she was going to voluntarily return to the police station.

gate: 7/19/06 ase 1:15-cv- 078s F ArmA ACHOEOCR dacaleiMENE to PAUE 29 OFS Tone Yate: Time: 15:01:37 Incident Report Program: CMS301LL tase No. . . . : 1-05-000368 (Continued) Upon Robson s entry in the unmarked Detective vehicle, I placed a tape recorder within the vehicle to record any conversations within the vehicle. During the ride back to the police station, Robson advised she is attending Palm Beach Community College at the Palm Beach Gardens Campus and is majoring in journalism. Upon our arrival at the police station, Robson was brought to the interview room in the Detective Bureau. I explained to Robson that IT appreciated her willingness to assist us and informed her that should she desire to leave at any time she may do so. I further explained the interview room door is only closed for privacy. Robson stated she understood. During the taped sworn interview, Robson was asked how she came in contact with Epstein. Robson stated back when she turned 17 years of age she was approached by a friend Molly in the Canopy Beach Resort in Rivera Beach, Robson was asked if she wanted to make money . She was told she would have to provide a massage and should make $200.00. Robson thought about the offer and agreed to meet with Jeffrey. Molly (Unknown last name) and Tony (Unknown last name) picked her up and she was taken to Epstein's house. Upon her arrival at the house, she was introduced to Epstein in the kitchen of the house. She was also introduced to a white female known to her as Sara. She was led upstairs to the main bedroom known to her as Jeff Epstein s bedroom. Sara arranged the massage table and covered the table with a sheet. She brought out the massage oils and laid them next to the massage bed. Sara then left the room and informed her Jeff would be in a minute. Jeff entered the bedroom wearing only a towel. He lay on the table onto his stomach and picked Massage oil for Robson to rub on him. During the massage, Robson stated, He tried to touch me and I stopped him. I asked how he tried to touch her. He grabbed her buttocks and she felt uncomfortable. Robson also stated Epstein has a vibrator, which is large and white in color. Robson told Epstein, I'll massage you but I don't want to be touched. Robson stated she performed the massage naked. At the conclusion of the massage, Epstein paid Robson $200.00 for the massage. He explained, I know you re not comfortable, but I'll pay you if you bring some girls. He told her the younger the better. Robson stated she once tried to bring a 23-year-old female and Epstein stated that the female was too old. Robson was asked how many girls she brought in total to Epstein. Robson stated six that she can remember. Robson stated she brought imp and the victim in this case. I asked Robson which one was the youngest. Robson advised the victim was the youngest. Robson stated every girl she brought knew what to expect when they arrived. They were told they would provide a massage, possibly naked, and some touching. I asked her if the victim was aware. She stated every girl she brought knew what to expect. She explained she knew the victim wanted to make money. She approached the victim and explained about going to work for Jeff. The

Jate: Time: 7ase © 7/19/06CSe 1 15-CV-07 BAF re RACURE DER te ealetenE 16° Paue’s0 of 45 oo -- = 29 15201537 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) victim agreed and arrangements were made to bring the victim to Epstein's house on a weekend. Robson stated that she and , (later identified as quai picked up the victim at the victim s house. They traveled to Epstein's House and entered through the kitchen door. They met with the house chef and Epstein s assistant Sara. The victim was introduced to Epstein while they were in the kitchen area. Sara led the victim upstairs and Epstein went upstairs. When the massage was over, the victim returned to the kitchen area. Robson stated she was paid $200.00 for bring the victim to Epstein's. Robson stated the victim told her she was paid $300.00 for the massage. Back in the vehicle, Robson asked the victim what happened. The victim told her about the massage and then they went shopping. Robson stated the victim was the last person she brought to Epstein. She further stated that she had changed her cellular number to avoid being contacted by Sara. She continued that when Epstein announces to his assistant that he is traveling to Palm Beach, Sara would contact Robson to arrange girls for Epstein. Sarah, later identified as Sarah Kellen Date of Birth 05-25-1979, had told Robson that Jeff likes to have his fun with the girls. Robson stated that once her parents discovered that she was visiting Epstein, they disapproved of the encounters with him and she stopped. Robson further stated that Sara still tries to call the house and leaves messages. With the assistance of Robson, we were able to identify Gti; = DOB DOB Sees, DO: ES, 21) a DOsamimemes, Sgt Frick entered the room and explained that based on her own statements, she had implicated herself with bringing underage girls to Epstein's house. Robson was aware of what she had stated and wished CO assist further in hopes to receive a lesser charge. Robson provided cellular telephone numbers for the girls she had mentioned previously. Additionally, she also provided possible addresses and areas in which they lived. As Robson was being taken home in the vehicle, a tape recorder was placed within the vehicle to record any conversations within the vehicle. During the drive back to her home, Robson made the comment I m like a Heidi Fliess. (Hollywood Madam who sent girls to clients for sexual favors in California). Robson was dropped off at her house without incident. Sgt Frick and I went to @pGlap Gap Game in Sera: Florida in an attempt to speak with @@iite QR. We met with Mrs. ip SEE tober) at the front door. We explained the ongoing investigation and felt that may have additional information as we had information that she had worked for Jeff. Mrs. introduced us to her husband and allowed us entry into the home, We sat in a dinning room and met with Date of Birth As she was under the age of eighteen, Mrs. i was advised we would be speaking with her. She expressed, if her daughter had information she wanted to assist. As we interviewed n she denied having any inappropriate encounters with Jeff (Epstein). She stated she had gone to Jeff s

ate: 7/19/06CaSe 1:15-cv-078 39, AR a ROCURIEP ER is PRR DR E4/16 Page 31 i a Pime: 15:01.2327 Incident Report Program: CMS301L tase No. . . . : 1-05~-000368 (Continued) House with Haley Robson approximately eight months ago and sat in the kitchen with the house chef but nothing happened. As the parents were present during the interview, we felt that gg was withholding information from us. She made several comments as to she has put the entire incident behind her. I left my direct telephone number and advised should she wish to speak with me again to telephone me. Sgt Frick and I thanked Mrs. «RBM for her time and left the area. She stated she would ask her again after we left as to what happened at Epstein s house. I informed her that Qi had my telephone number and hopefully she would call. Sgt Frick and I then attempted contact withquaAR@p at Giliiepoiae i Cm We met with QD who stated qabwas her daughter. @@g§Mmwas at the Wellington Mall and was not home. We explained the ongoing investigation and felt the QM may have additional information as we had information that she had worked for Jeff. We left our phone numbers and asked her to telephone me upon her daughter's return. We then left the area. On October 4, 2005, at approximately, 8:05 am, Sgt Frick had retrieved a voice mail message from She stated she had spoken with her daughter and she had information as to what occurred at Jeff s house. I contacted Qi MRM who stated her daughter was in the shower at the moment and:would be traveling back to Orlando to attend College.» I informed her I would be en route to her home in a Det. Dawson and I drove to the Qi home and met with and Gy mmm During a sworn taped statement, stated she was taken to the house by Haley Robson. She was told she could make money working for Jeff. She was told she would have to provide a massage to Jeff. @GiMMmstated upon her arrival to the house she was brought to the kitchen area by Robson. They met with the house chef and Haley stayed in the kitchen. She was introduced to Sara, Jeff's assistant and was brought upstairs to the mater bedroom. Sara prepared the room and massage table for a massage. Epstein entered the room and she provided a massage. ae stated she kept her clothes on during the massage. She stated sometime during the massage Epstein grabbed her buttocks and pulled her close to him. said she was wierded out by the incident involving Jeff. At the conclusion of the massage, she was paid $200.00 for the massage. I asked Qi if she has any formal training in massages to which she replied no. I asked her if Robson received any monies for taking her to perform the massage. QQ stated Robson also received money for taking her there. GED s-2t <0 she went with Robson and another girl, QM to Jeff's house once. stated she waited in the kitchen with Robson, while Qiiimmgmmpwas taken upstairs by Sara. @Q§MPstated she only did the massage once, as she was wierded out by the whole experience. At the conclusion of the interview and the tape was stopped, I was informed that Sara had attempted to reach via cell phone. A voice mail message on October 4, 2005 at 10:59 am, revealed a female voice who identified herself as Sara who requested her to call her back reference the

pe ee Caseé 1715=-cv- 07433. TAP A Document 55-1 ~Fited-G3/L4/16- Page 32 of 45 Yate: 7/19/06 M BEACH POLICE DEPARTMENT Page: 31 Time: 15:01:37 Incident Report Program: CMS301L oe se a mm ame ry mm ae te ca te ener er mee ren eee ey ery are emt mk wow mie phe ye ren he ree memee ee ee k oe woe mae oe me tase No... . : 1-05-000368 (Continued) police questioning. This voice mail message was recorded onto a micro cassette. provided the incoming telephone number as 917-855-3363. QM stated she inadvertently told QA Gam about the police investigation because QM had called her to tell her about how she just received a rental car from Jeff Epstein. (> had called her to tell her that she was given a rental car, a 2005 Silver Nissan Sentra, to utilize to visit family and visit Jeff. @QQNMM asked her what was going on at the house that the police would be asking questions. GE stated then called Jeff and Sara and asked what was going on reference the ongoing police investigation. According to@@MMMM® Sara has since then been trying to contact her to ask about the police questions. I instruct eal not to contact Sara and do not provide any more information to @3aMNMMMMMR as she would notify Jeff Epstein and Sara what was transpiring. Investigation Continues. Rh KK aKa RARE EE RNA RRA TIVE fE Bo KEK KK RR AKER ERE KERR KKK AK RR AK a Reported By: LEE, LA'MONT 10/07/05 Entered By.: ALTOMARO, NICKIE A. 10/07/05 On March 30, 2005, I was asked by Sgt. Daniel Szarszewski to begin conducting surveillance and trash pulls reference Detective Pagan conducting a criminal investigation involving Jeffrey Epstein. I was advised that Epstein was possibly engaging in sexual contact with young females. On March 30, 2005, I made contact with Town of Palm Beach Sanitation Office Supervisor Tony Higgins and requested trash pulls for 358 El Brillo Way to begin on March 31, 2005. On March 31, 2005 at 9:20 a.m., I responded to the area of 358 El Brillo Way and met with Town of Palm Beach sanitation employee, Jeffrey Williams. I observed Williams enter the driveway of 358 El Brillo Way, collect the trash bags from Epstein's property and place the contents into an empty sanitation truck. I followed Williams to a nearby area, were he turned over seventeen white plastic trash bags, which were collected from Epstein's property. I took the trash bags to the sanitation department were I sifted through its contents. I collected mail correspondence from Armani Exchange addressed to Nada Marcinkova, Jeffrey E. Epstein notepaper witha | an important message notepaper addressed to J.E dated 03/29/05 at 8:15 p.m. reference Peggy Seagal, U.S Airways boarding pass copy for passenger, Janusz Banasiak, Montgomery County, Maryland Health Department food service ID No#40820 for Janusz Banasiak and Ghislaine Maxwell notepaper with names and phone numbers. Photocopies of the trash collected were attached with the supplement. Detective Pagan was advised of the contents that were collected for evidentiary value.

ase aera Er OtS Casé 115-CV-07433 TAP ampcument 55-1 (Filed 03/14/16 “Page 33 of 4S ~~ ~~~ ~~~ = = 7/19/06 BEACH POLICE DEPARTMENT Page: 32 15:01:37 Incident Report Program: CMS3011, No. . . . : 1-05-000368 (Continued) On March 31, 2005, Sgt. Daniel Szarszewski requested that I set up a surveillance vehicle on El Brillo Way and conduct video surveillance of the front exterior of Epstein's residence. At 3:00 p.m., I set up a surveillance vehicle equipped with a video monitoring device. The surveillance vehicle was parked on El Brillo Way approximately fifty feet east of Epstein's driveway. The purpose of the video surveillance was to gather investigative intelligence by monitoring and recording all vehicle and pedestrian traffic entering and leaving Epstein's property. The video surveillance tapes were changed daily with a new Maxell T-160 VHS tape. Video surveillance was established for Epstein s from March 31, 2005 through April 05, 2005. On April 05, 2005, video surveillance was concluded. I reviewed the video tapes and advised Detective Pagan the surveillance videos yielded no evidentiary value. On April 01, 2005 at 9:30 a.m., I responded to the area of 358 El Brillo Way to meet with Town of Palm Beach sanitation employee, Jessie Jones. While parked in the area of 358 El Brillo Way waiting to collect Epstein s trash, I observed a white female, who I recognized as Nada Marcinkova from her Florida driver's license photograph. I made no contact with Marcinkova. While parked in the area, I also observed Epstein s GMC Yukon truck leave the property as well as other vehicles arrive and park across the street from the property. The occupants of these vehicles appeared to be housekeepers, maintenance men, and gardeners. At 9:38 a.m., I met with Town of Palm Beach sanitation employee, Jessie Jones. I observed Jones enter the driveway of 358 El Brillo Way and collect the trash from Epstein s property. I followed Jessie to a predetermined area at which time I collected the trash bags from the sanitation truck. I transported the trash bags to the sanitation department, where I sifted through its contents. I collected mail correspondences addressed to Jeffrey Epstein, automotive records and personal documents for Janusz Banasiak and Beata Banasiak as well as Jeffrey Epstein notepaper with the names and appointment times for and Cai, No last names or other personal information was written on the notepaper. While sifting through Epstein s trash, I also collected a three-inch purple finger size object, which had a broken end. The object appeared to be a broke piece from a sexual toy similar to a (Cyclone Vibrator) possibly used for rectal gratification. The sexual object was photographed for Detective Pagan, packaged in a biohazard evidence bag (possible body fluids) and secured as investigative evidence. All items collected from Epstein s trash were turned over to Detective Pagan for evidentiary purposes. On April 05, 2005 at 9:18 a.m., I met with Town of Palm Beach Sanitation employee, Jessie Jones. I observed Jones enter the driveway of 358 El Brillo Way and collect the trash from Epstein s property. I followed Jessie to a predetermined area at which time I

ASe oe Case T15-0v-07483-CAP° Document 55:t - Filed 08/6 - Page $4-of 45--------~7/19/06 LM BEACH POLICE DEPARTMEN Page: 33 Lor0l737 Incident Report Program: CMS301L No. ., . : 1-05-000368 (Continued) collected the trash bags from the sanitation truck. I transported the trash bags to the sanitation department, where I sifted through its contents. I collected mail correspondences addressed to Jeffrey Epstein as well as notepaper (Important Message) with names and telephone numbers. The following are items collected from Epstein s trash. Joanne G. (714-0546) blank piece of white paper (561-881-8118) black paper (655-7626) black paper (917-783-4113) David (772-546-6952) MSN Hotmail web page with email address (adrianamucinska@hotmail .com) The following items were documented for Detective Pagan s investigation for evidentiary purposes. On April 06, 08, 11, 12, 13, 15, 2005, at approximately 9:30 a.m, I met with Town of Palm Beach sanitation employees. I observed the employee enter the driveway of 358 El Brillo Way and collect the trash from Epstein's property. I followed the employee to a predetermined area at which time I collected the trash bags from the sanitation truck. I transported the trash bags to the sanitation department, where I sifted through its contents. All of the documents collected from Epstein's trash during my assistance were turned over to Detective Pagan for evidentiary purposes. On June 14, 2005, Detective Michelle Pagan contacted me and advised that the airplane belonging to Jeffrey Epstein of 358 El Brillo Way was parked at the Palm Beach International Airport. Detective Pagan requested that I begin trash pulls for the purpose of gathering evidence and intelligence. I made contact with Town of Palm Beach Sanitation Office Supervisor Tony Higgins and requested trash pulls for 358 El Brillo Way to begin on June 15, 2005. On June 15, 2005, I met with a sanitation employee. I observed the employee enter the driveway of 358 El Brillo Way and collect the trash from Epstein s property. I followed the employee to a predetermined area at which time I collected the trash bags from the sanitation truck. I transported the trash bags to the sanitation department, where I sifted through its contents. The trash yielded negative results and no evidence was collected. No further trash was collected throughout the week due to the fact that Epstein s security gates remained closed throughout the week; therefore, the sanitation employees were unable to gain access onto the property for collection of the trash.

Kowa Aaa Ease 1:15-cv-07433-LAP- - Document 55-1- -Fited-G3/1446- Page-35 ef 45 - - -------vate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 34 "ime: 15:01:37 Incident Report Program: CMS301L ‘tase No. . . . : 1-05-000368 (Continued) All evidence and intelligence gathered by this officer has been turned over to the detective bureau and no further action has been taken by this officer. End of supplement. JOO Gobet NARRATIVE HQ RRA RIOR RI RE RRR KEK A Reported By: RECAREY, JOSEPH 10/07/05 Entered By.: ALTOMARO, NICKIE A. 10/10/05 On October 4, 2005, I made telephone contact with QQ Giles: who had left several messages on voice mail. During the message, she advised she was not completely truthful when we met in person but would like to speak with me to advise what had happened. She further advised she did not want to speak of this incident in front of her mother. At oper mat ay 15:48 pm, I made telephone contact with at During a taped recorded statement , @MMMMMM stated the following: Approximately a year ago, when she was sixteen years of age, Robson took her to Jeff's house twice. The first time she went, Haley Robson drove to the house. They entered through the kitchen area where she was introduced to Sara and Jeff. She was taken upstairs to a bedroom by Sara who set the room up with a massage bed and brought out the oils to use. Jeff then entered the room wearing a towel. He lay on the table and picked out a lotion for@@M® to rub on him. At one point during the massage, he tried to remove her shirt at which point she became very upset and discontinued the massage. Bothq@@MMMMMand Jeffrey had a verbal disagreement at which time she left without being paid. She met with Haley Robson who was sitting in the kitchen and told her let's go. Ga, advised she received no money for that day. GRR also said that Haley Robson had told her if she was uncomfortable with what was going on, to let him know and he'll stop. She knew that the more you do the more you are paid. Several weeks later, QM advised she agreed to be taken a second time by Haley Robson. Once they arrived at the residence, Haley sat in the kitchen and Sara took her upstairs to the master bedroom again. Sara set the room up with a massage bed and brought out the oils to use. Jeff then entered the room wearing a towel. He lay on the table and picked out a lotion for @@QMMMMMBto rub on him. At one point during the massage, he tried to touch her buttocks. As quia «: wearing tight jeans and had a tight belt on Jeff was unable to touch her buttocks. Jeff then rolled onto his back during the massage; he attempted to touch her breasts. then became upset again and told him she didn't want to be touched. discontinued the massage and was paid $200.00. <M then went downstairs where Haley Robson was waiting for her. She told Robson she wanted to leave. QQBMMMBMMM said she never returned to the house. Stated she is aware that her friend, ee was also at the house and had a problem with Jeff. She provided a telephone number

ee es ae ee ee, eee ee ara Waa a og ee Yate: 7/19/06 BEACH POLICE DEPARTMENT Page: 35 time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Cont inued) for GMMR 9=The interview was concluded and the micro cassettes were turn in as evidence. On October 5, 2005, I researched the incoming telephone number that had left ” a message. The telephone number, was assigned to ATT/Cingular Cellular service. I prepared a subpoena request and faxed the request to the State Attorney s Office. Information requested was subscriber information as well as all incoming and outgoing calls for the months of September and October 2005. I later researched, GHEE and discovered she resides in Det. Dawson and I drove to Gg GUID GHEMMD and met with QUE at her residence Gi, Gi Gib Gag a> eam, QE agreed to speak with us in the kitchen area. During a sworn taped statement, @MMMMRM stated the following: On or about November 2004, she was approached by Haley Robson and asked if she wanted to make money. She agreed and was told she would provide a massage to wealthy man in Palm Beach. Robson picked her up and drove her to a house in Palm Beach. She was brought into the kitchen area of the house. She further stated ~~ and Ga 4am went with them. They were brought into the kitchen where she was introduced to Jeff and other females. QM stated she was introduced to a helper of Jeff; the female was described as white female (unknown name), with blond hair. She stated that the assistant was familiar with Robson. The assistant set up the massage table and put out lotions to be used. She told @@NNMMB Jeff would available ina minute. Jeff entered the room wearing only a towel. Jeff lay on the massage table and picked a lotion to rub on his thighs and back. further stated that during the massage Jeff asked her to remove her clothes. She complied and removed her pants and blouse. =a, didn't remember if she had removed her bra but feels that she did. was certain that she stayed in her thong underwear. i> continued the massage and at one point she straddled him to massage his back, which touched his buttocks with hers. @@BBBBNMBwas instructed to return to the ground at which time Jeff turned to have his chest rubbed. G@W@MMMMMM advised it was at this time she is sure he was masturbating. QM did not want to look at his penis area because she was uncomfortable. Jeff removed a large white vibrator and turned it on. Gp stated he began rubbing the vibrator over her thong underwear on her vaginal area. Shortly thereafter, Jeff ejaculated and removed himself from the table. He walked over to where the shower was and opened the glass door. She waited as he was taking a shower in her direct view. When I asked @@MMBB how old she was when this occurred, she stated she had just turned seventeen. At the conclusion of the shower, as paid either $350.00 or $400.00. She stated she wasn't sure, but knows it was close to $400.00. At the conclusion of the interview, @@MMMstated she never returned to provide a massage for Jeff. She advised she was ashamed and uncomfortable with the situation.

ate 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 36 ime: 15:01:37 Incident Report Program: CMS3011, ase No 1-05-000368 (Continued) Dawson and I then left the area and responded to the where Robson and all the above-mentioned girls had attended. I met with School Police Officer, Off Williams. TI explained I_was looking for a previous student who attended Gan Gam e I inquired about Gu Gimme (jt further explained that I was working a case in which most of the girls I have interviewed are either witnesses or victims and felt that Wie ray be one as well. Officer Williams researched his previous student records and found 27> ap She attended the same year and graduated in the same year as the other girls. I was provided the last known address of (am At approximately 2:10 pm, Det. Dawson and I met with @iiiiiie ce. 3 her residence, > ayia: Gana in@gg? a=m= all, As @BBR was only seventeen years of age, I had notified her mother, Mrs. @aaa Gi that she would be interviewed reference an ongoing investigation in Palm Beach. I assured her that her daughter was not a suspect. I explained the possibility of her being either a witness or victim. Mrs. advised she wanted to cooperate and consented to the interview. During a sworn taped statement, Q@lim® stated the following: at the age of sixteen, during the month of September 2004, she was approached by Haley Robson for a chance to make money. Giijjmmpwas friends with the friends of Robson and knew the same people. had been previously told by her friends what Robson did for Jeff. Robson called a person known to MRP as Sara and scheduled the appointment. Robson picked up and drove her to Palm Beach to a street called Brillo Way. They drove to the end of the street and entered a large driveway. They entered the kitchen area of the house and met with Jeff. Qi was introduced to Jeff. Robson led upstairs to the main bedroom area and set up the room with a massage table and set out the oils. Robson dimmed the lights and turned on soft music. Robson exited the room and Jeff entered the room wearing only a towel, Jeff picked oils and instructed her to rub his legs, under his buttocks, back and chest area. Jeff asked her to get comfortable. advised she did not remove her clothes. She was wearing tight jeans and a cropped tank top exposing her belly area. During the massage, Jeff removed his towel. As rubbed his chest area, Jeff attempted to reach down her pants through the buttocks area, however was unable to due to the tightness of the jeans and a tight belt. Qi advised Jeff began to masturbate as she rubbed his chest. Jeff moaned as she rubbed his chest. She observed he was continuing to masturbate and attempted to reach up her tank top and touch her breasts. GBB putieca back and Jeff stopped. However, he kept masturbating until he climaxed. He cleaned himself with the towel he was previously wearing. I asked if she knew the difference between circumcised and not circumcised. She explained she knew and advised Jeff was circumcised. QP was paid $200.00 for the massage and left the area. She met with Robson who was waiting in the kitchen area and left the house. OF then explained she never provided another massage for Jeff. She did however, go to the house with Robson and ii” a as they

‘ime: ase Sie e awake Case-k 15-cv-07433-EAP - Document 55-1 - Fied 0344716 -Page 38 -of 45- --------‘ate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 37 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) advised she was present when GMM went to work for Jeff. She advised she rode over and sat in the kitchen area with Robson to wait for advised that while they waited for Gm the house chef prepared lunch for them, as it was almost lunchtime. As @@MBIMBwas finished with the massage, they left the area. I asked@lif Robson ever told what would be expected of her when she provided a massage. Gm stated yes, Robson told her that a massage would be expected possibly naked and possibly some touching involved. has no formal training in providing massages. took another friend of Robson's. spoke about a third and last time she went to Jeff's house. Robson drove another gir], Si who is @MM™® friend, to Jeff's house. Qj stated she knew that Robson had made money providing girls for Jeff and she wanted to do the same. Robson took them in the kitchen area of the house and introduced Qa to Sara. Robson and Sara took GMM upstairs to the main bedroom. Ga advised she doesn t know what happened as @RMMMMMwdid not speak about what happened in the room. WEN received $100.00 from Robson for going with her to Jeff s house and recommendingjq===—==—am WRRBeowa s unable to remember GMM telephone number. The interview was coticluded and we left the area. Investigation Continues... ” RERKEKEKKEKHKEAKEKRKKEKEKREKAKEKEAK NY ARRATIVE:E # LO KEKE KKKEKEKRE KEKE EKARKKKREKE Reported By: RECAREY, JOSEPH 10/09/05 Entered By.: AGTOMARO, NICKIE A. 10/10/05 te . + On October 6, 2005, Det. Dawson and I went sh ——+ ag located inq@a qa «= We met with Dean of Students, (_qggpaaaans explained to Mr. @§@MMMMM® that we were investigating a crime gaa the Town of Palm Beach and felt that a student, Zen may have information. QB confirmed that ED is a student and currently on the soccer team for She was in computer class at the time of our arrival. qq sent a security guard to locate ae. in class and bring her to the office. Mr. mmm allowed us to interview in an empty conference room. At 11:45 am I met ‘with Qi Gland explained to her why we there to interview her. She advised she was aware of the ongoing investigation. @MMMMMBstated she had previously spoken with Qi k who told her she was interviewed by detectives. During a sworn taped statement, stated she knew that HAiley Robson worked for Jeff in Palm Beach. advised she has been there many times for massages. I asked her if she had formal’ training in providing massages, stated she did not. GMM advised she was told what was expected of her by providing massages and would have to remove clothing but if she felt uncomfortable just to say so and Jeff would stop pushing the issue. @MMMMMmbegan providing massages and advised sshe kept her clothes on. She considered Jeff atpervert Who kept

oe eeweee Gase 1-15-cv-07433-LAP- -Decument55-1 - Filed 03/14/16. Page 39.0f 45__-_______. ate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 38 ime: 15:01:37 Incident Report Program: CMS301L ise No. 1-05-000368 (Continued) pushing to go further and further. @@@™@®explained she would keep telling him she had a boyfriend and that it would not be right to her boyfriend. It wasn t until recently admitted to removing her clothes and staying in her thong underwear to provide a massage. um explained Jeff wanted to be rubbed on his back and recently he began turning over to have her rub his chest as he masturbated. He would try to touch her breasts as she rubbed his chest. MMB stated, Jeff would try to get away with more and more on each massage. Originally, Robson drove her to the house for the original massage. qual left Sara her cell phone number and every time Jeff would come into town, Sara would call her for an appointment. Each time she went, Sara would meet her at the kitchen door area. She would bring her upstairs and prepare the massage table. advised Jeff would ask her questions about herself. He knew she was a soccer player and would be attending I asked QM if he knew her real The most recent massage she age, aa. stated Jeff didn t care. provided was on October 1, 2005. During the massage she asked Jeff if she could borrow one of his vehicles to visit her family and boyfriend in Orlando. Jeff had told she could borrow one of his vehicles but later stated he would rent her a car. She continued with the massage as Jeff grabbed her buttocks and caressed the buttocks cheeks. I asked if she was wearing undergarments to which she replied her thong underwear. Once he tried to touch her breasts she would pull away from him and he would stop. @@MMMMM® was asked if he ever used a vibrator on her. was aware of the vibrator but advised she never would allow him to use the vibrator on her. She described the vibrator as a large white vibrator with a huge head on the tip of the vibrator. She stated he kept the vibrator in a closet near the massage table. advised she had been doing the massage for approximately two years, which meant she would have started doing massages for Jeff at the age of sixteen. stated she was contacted by Sara on October 3, 2005. Sara had informed her that Jeff had rented her a new Nissan Sentra and she should come by the house to _pick it up. Sara informed me she would have the car for a month, a= stated Jeff knew her car was not working properly and had missed appointments in the past because of her car being inoperable. explained the car is currently parked next to the Gym field. I asked her if she ever took any one to the house. @@MMm explained she took @& a friend of hers who has returned to Orlando to attend college. I asked she ever allowed another female in the room. @@iMMMadvised no one was brought into the room with her. At the conclusion of the interview, Det. Dawson and I went to the Gym area and located the Silver Nissan Sentra bearing Florida tag X98-APM. The vehicle is registered to Dollar rent a car out of the Palm Beach International Airport. Telephone contact was made with Si?” Gp the victim's mother, at ie I explained to her that I was following up on this case and provided a complete update on the case. Investigation Continues.

eee eee eee Oy a oo ee Yate: 7/19/06 PALM BEACH POLICE DEPARTMENT age: 39 Cime+ 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) KKK KKKKEEKAKKKKAKKAAKEKEEEKE NBD RRA TIVE HELL RAR RRR RAR KERR KEKE KKEKAEKEK IA Reported By: RECAREY, JOSEPH 10/21/05 Entered By.: ALTOMARO, NICKIE A. 10/21/05 On October 10, 2005, at approximately 2:30 p.m., I made telephone contact with Gi GMM During a taped conversation, @MERB was told of an ongoing investigation in which I felt she had information pertaining to Jeffrey Epstein. Q@@lMmexplained she met Epstein when she was just sixteen years of age. She was approached by a friend who also had previously gone to Epstein's house for massages. GMB advised she was working at the Wellington Mall when she was approached. GM told her that she would have to provide a massage to Epstein and she would have to perform this massage naked. GQ thought about the offer and stated she could make $200.00 for only 30 minutes of work. She agreed to perform the massage and et the appointment for her that same day. SMP remembered it was a weekend as she only worked at the mall on the weekends. took her to the house where she was introduced to Sara, Jeff Epstein's assistant. Sara took her upstairs to a master bedroom. iii explained that as she was walking up the stairs she observed several photographs of naked women along the walls and tables of the house. GMM further explained that she was brought into the bedroom where Sara prepared the room by setting up the massage table and provided the oils for her to rub on Epstein. Epstein entered the room and introduced himself. Epstein lay on the table and told her to get comfortable. Q@@MMMBcould not remember if he was naked or if he entered the room with a towel, GQ stated she provided the massage wearing only her panties. She continued rubbing his legs, thighs and feet. qi advised he turned over onto his back. She continued to rub his legs with the oils. Epstein touched her breasts and began to masturbate. I askedefiflllm if she knew what circumcised and un-circumcised meant. @@M stated circumcised is when the penis has no foreskin and the head of the penis is visible. iz said Epstein is circumcised. @§§—MP began to cry on the telephone and stated she had been to his house hundreds of times over a two-year period. She claimed to have made thousands of dollars during her visits. @§Pstated she could not remember how many times exactly she went to Epstein's home but said it was a lot. Ci became more upset, crying hysterically and stated she was paid and instructed to have sex with Epstein's assistant, Nada Marcinkova by Epstein. Epstein continued to watch them have sex and masturbated himself as they had sex with each other. She further stated that things escalated further and further. Epstein used sexual toys such as vibrators, rubber penises and strap-on penises on : Additionally, MMMM stated he performed oral sex on her numerous times. She claimed he (Epstein) put his fingers inside her vagina while he masturbated in an attempt to make her climax. @@MMMBB could not continue and wanted some time to regain her composure. I explained to @@B to take her time. After taking several minutes to regain her composure I

ww nore ne Case -t:t5-cv-07433-LAP - Document 55-4 - Fied 03A4/16 -Page 41-of 45---------.ate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 40 ‘ime: 15:01:37 Incident Report Program: CMS301L ase No. 1-05-000368 (Continued) explained that I would travel to meet with her in person as I felt she had additional information to provide. I met with Sgt. Frick and explained the importance to meet with @@MMBin person. Sgt. Frick agreed and made ——— for Det. Dawson and I to meet with ae ; | TT, On October 11, 2005, at 4:10 p.m., Det. Dawson and I met with on and her friend, i>] -at GD Glee in i, “i GQEEP wanted to have QM present for support. I explained to her that I did not have a problem as long as she wanted @aggmgm present during the interview. @§MMM stated she wanted her present. I explained that as Q§§M was present she was not allowed to comment or ask any questions during the interview. She was only there to comfort QM should the interview upset her. ‘ During a sworn taped statement, @#M—i—Bexplained how everything began. She said she was brought through the kitchen area where she met Sara for the first time. She was led to the master bedroom, Epstein s room. Ql explained that as she was walking up the stairs she observed several photographs of naked women along the walls and tables of the house. etitiiie.further explained that she was brought into the bedroom, where Sara prepared the room by setting up the massage table and provided the oils for her to rub on Epstein. xplained she remembered the steam room area, which contained two large showers. Epstein entered the room from the steam room area and introduced himself. Epstein lay on the table and told her to get comfortable. GQ vemoved her skirt and kept her shirt on. She could not remember if he was naked or if he entered the room with a towel. Epstein then instructed her to remove her shirt. removed her shirt and remembered she was not wearing a bra. stated she provided the massage wearing only her panties. She continued rubbing his legs, thighs and feet. @@advised he turned over onto his back. She continued to rub his legs with the oils. Epstein touched her breasts and began to masturbate. Epstein ejaculated which meant the massage was over. At the conclusion of the massage, @M@MMB was paid $200.00. They walked together downstairs where Sara and @lamigp QQ were waiting. @@MMMRstated Gimp received an unknown amount of money for taking her to Epstein. Epstein instructed to leave her cellular telephone number so that he could contact her when he is in town. @MMMM explained that she continued to go to Epstein s house and became a regular at the house. She could not provide an exact number but claimed she had been their hundreds of times. She claimed sexual activities did not occur every time she was there. There were times she went to dinners and parties with Epstein. @@liMexplained that things began to escalate more than the massage. The encounters included bringing in his assistant, Nada Marcinkova. @MMMMBexplained Epstein had purchased her from her family in Yugoslavia. Epstein bragged he brought her into the United States to be his Yugoslavian sex slave. @@@iMBradvised he was naked in the bedroom, she entered and removed her clothing. Marcinkova entered the room from the steam room area already naked. He instructed @@—MMBto perform oral sex on

ees VR Re ee a ts a Se ee, een ee eee veers Peete er ee OSS LM BEACH POLICE DEPARTMENT Page: 41 ame? 15:01337 Incident Report Program: CMS301L ase No. . .. : 1-05-000368 (Continued) Marcinkova . @@MiM@®refused to perform that act. Epstein offered her an additional $200.00 for her to perform oral sex on Marcinkova for five minutes. @MMM—MBagreed to perform the oral sex for the additional $200.00. GWM explained that Epstein would masturbate while he watched them perform sexual acts. Things continued to escalate by purchasing sex toys. QM stated she had massagers, vibrators and strap on rubber penises used on her. Each time something new was introduced additional monies were produced and offered for @MMMPto allow the acts to happen. @§MMM® was adamant that she performs all these acts but there was an understanding with Epstein that no vaginal penetration would occur with his penis. ——~ explained that Epstein's penis was deformed. QB explained that” his penis was oval shaped. She claimed when Epstein's penis was erect, it was thick toward the bottom but was thin and small toward the head portion. She called it egg-shaped. continued that the sexual encounters with Marcinkova, Epstein and her became a ritual. @@@MBwould arrive at the house and walk herself upstairs, where Marcinkova and Epstein were waiting. <P would remove her clothing and join them on the bed. @@MB explained Marcinkova and she would begin by kissing and touching each other. @Qiiep explained sex toys were brought into the bed by either Epstein or Marcinkova and they would begin using the toys on each other. Epstein would perform oral sex on either person depending who was on top during the intercourse. GMM explanation revealed they were in a Missionary position. advised one day, @@MBwas unable to state and exact date when this incident occurred), she came to the house after Sara had informed her that Epstein had arrived. She arrived at the house and went upstairs to the master bedroom. @@MMMB® advised she immediately removed her clothing, as Nada Marcinkova and Epstein were already naked in the bedroom. @@MMBexplained that Nada Marcinkova and she had a sexual encounter to include kissing, touching and oral sex. @§p remembered that she climaxed and was removing her self from the massage table. @llf\}asked for a sheet of paper and drew the massage table in the master bathroom and where Epstein, Marcinkova and she were. Epstein turnedgg on to her stomach on the massage bed and inserted his penis into her vagina. @@™MP stated Epstein began to pump his penis in her vagina. GQMMBR became upset over this. She said her head was being held against the bed forcibly, as he continued to pump inside her. She screamed no, and Epstein stopped. She told him that she did not want to have his penis inside of her. Epstein apologized for his actions and subsequently paid her a thousand dollars for that visit. Additionally, shortly thereafter, Epstein gave@MMl® a 2005 Doge Neon, blue in color for her personal use. advised there were times that she was so sore when she left Epstein's house. Qi advised she was ripped, torn, in her vagina area. @ugMi advised she had difficulty walking to the car after leaving the house because she was so sore. @@MMB advised that other

Date: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 42 Time: 15:01:37 Incident Report Program: CMS301L Case No. . .. : 1-05-000368 (Continued) than that one time, when Epstein inserted his penis inside her vagina, there was no other penile intercourse. QM provided names of girls that she knew of that have gone to Epstein's house. provided the name of GM @MNMMMB and feels she still may be going to the house to Massage Epstein. According to : is still sucking his dick." When asked if she had been recently contacted by anyone of the house, advised she received an email from Sara, from KellenS@earthlink.net, which is her email account. The email was just a hello, how are you doing type of email. There had been no other contact from the house. The interview was concluded and QM left the area. The tapes and drawing were submitted into evidence. Investigation continues... RRR KERR EKER KKKE KEK KK AKER NA RR A T a V BR # 12 RRR KK EKER RAE KE hE A Reported By: RECAREY, JOSEPH 11/01/05 Entered By.: ALTOMARO, NICKIE aA. 11/07/05 On October 12, 2005, Det. Dawson and I traveled to the Orlando area and made telephone contact vith as ‘ agreed to meet with us as we were in the Orlando area. GQ Provided directions to her apartment. Det. Dawson and I met with who stated, during a Sworn taped statement that nothing happened between her and Epstein, appeared nervous during the interview. I assured her that I had spoken with other people who advised differently. GMM stated she only went a couple of times and provided a massage to Epstein. She stated she was brought to the Epstein house in March of 2005, brought her to work. Gilli bas no formal training in providing massages. GUN stated she provided a massage, fully clothed for $200.00. As I sensed hesitancy in her answers, I asked if she had been contacted by anyone from the house. Stated she was interviewed already by an investigator for Epstein. He met with her on October 8, 2005, at a Roadhouse in Orlando, He identified himself as Paul and inquired about the police investigation and left his telephone number 305-710-5165 for additional contact. provided no additional information, as it appeared her responses were almost scripted. We left the area and returned to Palm Beach Police Department. Based on the information acquired during the interviews, a search warrant was prepared for entry at the Epstein home. On October 18, 2005, I met with Judge Laura Johnson who reviewed the warrant request. She found there was sufficient probable cause and signed the warrant request. On October 20, 2005, at approximately 9:36 am, members of the Palm Beach Police investigations Unit executed the search warrant at 358 El Brillo in Palm Beach. Members of the Investigations Unit included Capt Gudger, Sgt Frick, Det. Dicks, Det. Dawson, Det. Melnichok, Det. Sandman, Det. Krauel, the crime scene unit and myself.

Jate: Time: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 43 1S20.337 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) As we entered onto the property, we encountered the house manager, Janusz Banasiak who was in the guest portion of the house. The guesthouse section had open doors and no forced entry was made, I made contact with Banasiak, Date of Birth 04-07-1953, Fl DL B522-420-53-127-0, and informed him of the search warrant for the premises. The members of the Police Department entered the residence and announced we had a search warrant. A safety search was done and members exited the home. I read the search warrant to Banasiak as Mgr Parkinson videotaped the search warrant execution. Several interior decorators were located on the property. I spoke with Mark Zeff, of 515 W 20th Street in New York. Mr. Zeff stated he is the designer for Mr. Epstein's homes. He advised he was contacted in March of 2005 to do a complete overhaul on the house. He advised he was on the phone with Mr. Epstein when officers announced the search warrant. Mr. Epstein was then made aware of the search warrant. Mr. Zeff advised, his contact with Epstein is strictly business and he has never witnessed Epstein with any girls except for his assistants, Sara or Nada. I then interviewed Daniel Estes, of 315 East 14th Street in New York. Mr. Estes stated he has worked for Zeff for seven years. He advised he personally worked on the New York and Palm Beach home for Mr. Epstein. He has previously met with Sara and Adrianna, Epstein's assistants in New York and in Florida. Estes stated they travel with Epstein everywhere he goes. I interviewed Zara Bailey of 35 Riverside Jersey City, New Jersey. Bailey stated she just arrived from Scotland and has worked with Zeff for only one month. She stated she has never met Epstein and has not seen him. The interview was then concluded. I then spoke with Douglas Schoettle of 243 Riverside Dr in New York City. Schoettle stated he has been Epstein's Architect for seven years. He further stated he deals with Epstein's assistants and speaks with Epstein on the phone. Schoettle stated he mainly speaks with Sara Kellen, Epstein s main assistant, who travels with Epstein. Schoettle stated he only has contact with Epstein when his services are needed. At approximately 10:30 am, I was informed that the videotaping was concluded. I entered the residence and located two covert (hidden) cameras. The first camera was a covert wall clock in the garage area. I traced the wire behind the clock and removed the RCA wire and unplugged the camera. The other covert camera was located within a desk clock beside Epstein's desk. I traced the wire behind the clock and unplugged the RCA wire. I could not locate another camera. I then began with the search of the residence for the specified evidence. My search consisted of the second floor. Det. Krauel and I began in the master bedroom area where several items were located. They were

‘ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 44 1S<his27 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) marked to be retrieved by the evidence custodian. In the master desk with Epstein's notepads marked Jeffrey Epstein we located a high school transcript from (gg Gap for @l@mm Also in the room, was the dresser /armoire where we located a bottle of peach flavored Joy Jelly (Sexual Lubricant). Additionally, there were several photographs of young naked teenage girls within the closet, which was consistent with what the witnesses said. The massage table was also located within the master bedroom. Video tapes were located beside the television, which were also collected. An itemized list of the property and locations was prepared on the property receipts. At approximately 2:55 pm, the house was secured; the exit of the residence was videotaped. Upon our exit of the property, I encountered Atty. Guy Fronstein who advised he was representing Mr. Epstein. He provided a business card and provided his assistance with the investigation. Due to Hurricane Wilma, which struck South Florida causing massive power outages, the courthouse was closed due to the lack of power. I was previously told that the Chief Judge had extended the Fidgne deadlines due to the hurricane and the Courthouse being closed. on October 27, and 28, 2005 the courthouse was closed and I could not file the search warrant and inventory at the clerk's office. On October 31, 2005, I responded to the courthouse and filed the paperwork along with an order to seal, signed by Judge Johnson, to deny any release of any paperwork on this case. INV CONTINUES... HKAKKKKKEKKKKKAAKKKKKKKEKE NARRATIVE HOLS RRA KARR EE KAK AKAROA Reported By: PARKINSON, GREGORY A. 10/20/05 Entered By.: ALTOMARO, NICKIE A. 11/07/05 On October 20, 2005, at approximately 8:30 a.m., Thursday morning, I was advised by Captain Gudger that a search warrant would be executed and that I was to assemble the Crime Scene Investigative Team and stand by the south side of the building ready to go. I designated Evidence Specialist Annette Badger to handle the inventory return, the documentation of the property receipts and the collection and bagging of the evidence at the scene. I further instructed CSI Kim Pavlik, ID # 8807, to accompany us and perform the role of photographing the scene and the items that may be taken into custody by the affiant, Detective Joseph Recarey, ID # 7915. My responsibility was to go through from the reading of the warrant to the final exit from the residence and perform a video recording of the reading of the warrant, the initial walk through of the residence showing the current condition and then finally a walk through of the residence at the time of the police exit. We started out towards the residence, which was located at 358 El Brillo and arrived at approximately 9:33 a.m. The search was conducted, items were collected by Evidence Specialists Badger,

Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 1 of 45 EXHIBIT | PART 2

vate: Time: Zase eS $6 1:5-CV-07433-LAP ~ Document 55:2 -Fited 63/44/46- -Page 2.0f 45--------__iiejoe en BEACH POLICE DEPARTMENT Page: 45 LS2OLs37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Cont inued) photographed by CSI Pavlik and then videotaped by myself. The search was concluded at approximately 3:05 p.m. whereupon Detective Recarey and I were the last two officers in the house. Upon securing the residence we met with the gentleman who identified himself to Detective Recarey as the lawyer for the defendant and he was informed that the residence was secured and that copies of the inventory return had been left on the first floor table of the personal assistant's office. Detective Recarey and I returned to Police Headquarters and secured for the day. PEREKEREEEREEKREEEAKAGERKREE NARRATIVE E14 RR KKH AKER KEKE KEREKREER KR KES a Reported By: DAWSON, MICHAEL c. 11/07/05 Entered By.: ALTOMARO, NICKIE A. 11/07/05 On October 20, 2005, I assisted Defective Recarey in the execution of a search warrant at 358 Fl Brillo Way, Palm Beach, Florida, 33480. Upon the announcement of the search warrant, immediate contact was made with three white males who came out of the house or surrounding structures. Those males were identified as Janusz Banasiak, Daniel Estes, and Mark Zeff. As other members of the police department Cleared the home, I kept watch over these three males. Once the house was cleared, those males were turned over to Detective Recarey. Detective Dicks and I were assigned to assist in the search of the main house, the cabana and the servant's quarters. We started in the garage. All areas of the garage were searched to include four vehicles. These vehicles were three black Mercedes Benz cars registered to Jeffrey Epstein. The fourth vehicle was a Harley Davidson motorcycle, green in color, registered to Jeffrey Epstein. Nothing was recovered from the garage. A towel closet and pantry located off the kitchen were searched and yielded negative results. The kitchen was searched and taken into evidence was a phone message book that was located near a house phone. North of the kitchen was an office room which contained a computer. The room had a closet that contained a locked gun locker. The combination was entered by Banasiak in the presence of Sgt. Frick and the safe was opened. Items were taken from the room. See the completed property receipt for a detailed list. A green bathroom located on the first floor was searched and nothing was taken. A closet located just west of the green bathroom was searched. Two Massage tables were located in the closet along with a photo of a nude

SaaS So ee er eae eee Cage en rors Yate: 7/19/06 PALM BEACH POLICE DEPARTMEN Page: 46 Time: 15:01:37 Incident Report Program: CMS301L tase No... . 1-05-000368 (Continued) female from the waist up. See the property receipt for details. I searched two bedrooms and their adjoining bathrooms, which were located on the second floor on the East side of the house. In the Northeast bedroom closet I found adult sex toys called Twin Torpedoes. Soap made in the shape of a penis and vagina were also found in these upstair bedrooms. See the property receipt for details. I searched the pool cabana located on the South side of the pool. Photos were taken from the wall. See the property receipt for details. I assisted in the search of Banasiak's living quarters. Numerous CD s along with a message book was seized. See the property receipt for details. RKKAEKKEKEKEKEKKKAEKKKRAKKKKKEKE N A R R A T I VE # 15 KREKEKEKKEKEKEKERERKKEKRKRKKREK 4 Reported By: RECAREY, JOSEPH 11/08/05 Entered By.: ALTOMARO, NICKIE A. 11/08/05 On November 1, 2005, I was contacted by Atty. Gus Fronstin, who advised he was willing to assist with the investigation. Atty. Fronstin advised he would try to have his client, Jeffrey Epstein available to be interviewed. I explained I would be interested in conducting an interview with his client as well as other employees that are employed within the house. Atty. Fronstin advised he would return my call once he received confirmation on the interviews. On November 6, 2005, I attempted contact with @iED@MMMMB at her residence. I left a business card for her to return my call. Upon returning to the police department, I had received_a telephone call fon a a. I returned her call at and spoke with She made arrangements to respond to the station to provide an interview. At approximately 3:30 pm, she arrived at the Palm Beach Police Station with her boyfriend. Her boyfriend was allowed to sit in the lobby area while Ms. Qf was interviewed. I took Ms Gai to the Detective Bureau Interview room. I closed the door for privacy and explained to her that I appreciated her coming to the police station for the interview. During the sworn taped statement, she advised she was at Jeffrey Epstein s house one time. ie wns wk two months ago, she was approached by a girl, who was dating her roommate, to make some quick money. advised she was in need to make some quick cash to make the rent that month. She agreed to go to the house. She had been told by QM that the massage would have to be done in her underwear. She advised QQMM® drove with her and brought her into the house. They walked into the kitchen area and took the stairs upstairs. further stated she was brought into a master bedroom area. She advised she recalled seeing portraits of naked women throughout the room, A massage table was already out near the sauna/shower area in the master bedroom. Epstein entered the room wearing only a towel and

ee | Casé T:15-cv-07433-LAP” Document 55-2 ~ Filed 03/14/16 - Page 4-of 45 mate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 47 ames: 25:01 s37 Incident Report Program: CMS301L ‘ase No. . . . : 1-05-000368 (Continued) introduced himself as Jeff. (QM advised she recalled she and removed their clothing down to their panties, Epstein lay on his stomach area and they provided a massage on his legs and feet area. TI asked @@MMMMM if she had any formal massage training and she replied no. QQBBMBMBadvised she was topless and the panties she wore were the boy shorts lace panties. She and@@iiM™Wcontinued the massage until the last ten minutes of the massage, Epstein, told @MMMMMBto leave the room so that could finish the massage. QM got dressed and Epstein turned over onto his back. Epstein then removed the towel, which had been around his waist. Epstein laid there naked and requested that @MMMM rub his chest area. stated as she did this, Epstein, began masturbating as she rubbed his chest. QM stated he pulled down her boy short panties and he produced a large white vibrator with a large head. She stated it was within a drawer in his master bathroom. He rubbed the vibrator on her vagina area. W@W advised he never penetrated her vagina with the vibrator. He continued to rub her vagina with the vibrator as he continued to masturbate. GM stated she was very uncomfortable during the incident but knew it was almost over. Epstein climaxed and started to remove himself from the table. He wiped himself with the towel he had on previously and went into the shower area. @@MBMMMM got dressed and met with@@ein the kitchen area. Epstein came into the kitchen and provided@ $200.00 for bringing GMB and paid $200.00 to, for providing the massage. @§§MMMB was told to leave her telephone number with Sarah, his assistant for future contact. Qaim provided her cellular telephone number for future contact. GMB was asked if she was recently contacted about this investigation by anyone from the Epstein organization. She replied she was called but it was for work. She stated she was called by Sarah for her to return to work for Epstein. @@MMMMMBstated work is the term used by Sarah to provide the massage in underwear. @§MBBMMB advised she declined, as she was not comfortable in providing that type of work. The interview was concluded and the videotape was placed into evidence. Investigation Continues. . RKKAKEAKAKKEAA ARH KEKEKEE NARRATIVE: HOLE KERR KARR KER ARKEAKKAKK EK KK Reported By: RECAREY, JOSEPH 11/10/05 Entered By.: ALTOMARO, NICKIE A. 11/10/05 On November 7, 2005, I made telephone contact with Qi GE who advised she would be able to meet with me at her home. Det. Sandman and I traveled to her home in QQqggPeQgR @UMMBand made contact with During a sworn taped statement, QMBMMMR stated she met Jeffrey Epstein through Haley Robson. Robson would approach females who wished to work for him. Mm stated she was asked to.work for him but declined. QQMMPexplained that work means give massages. She was asked about any formal training in providing massages to which she said no. QP said she accompanied Robson and other females

‘ase AERA EKA EKA KARR RK! NARRATIVE se ea ori ie Case t:15-cv-07433-LAP- Document 55-2 - Filed O3M4/16 -Page 5.0f 45---.._-_____ 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 48 15:01:37 Incident Report Program: CMS301L No. . . . : 1+05-000368 (Continued) who were taken to Epstein s house to provide massages. further stated she had been to the house approximately 4 or 5 times in the past year. She accompanied Robson with =< the 14-year-old victim, and Each time the girls were taken over, they were previously told they would have to provide a massage, possibly naked. It was also told that should Epstein require them to do anything extra and they were not comfortable just.to tell him and he would stop. stated Robson received $200.00 for each girl she brought over to massage Jeffrey Epstein. When I asked which girl appeared to be the youngest, she replied, the victim, as she stated she was fifteen years old at the most; she looked really young. QQ further stated each time she went to the house, she sat in the kitchen and waited with Robson until the massage was over. She further stated that the cook would make lunch or a snack for them as they waited. I asked her if there was anything that caught her attention within the home. stated there were a lot of naked girls in photographs throughout the house. The interview was concluded and the tape was turned into evidence. Investigation Continues... # 17 RHEE EKER KR EKER KKEKSE Reported By: RECAREY, JOSEPH 11/10/05 Entered By.: ALTOMARO, NICKIE A. 11/10/05 Det. Dawson and I attempted contact with Qi, Qi in Pe. Wa =< left my business card at her front door. Ms ia returned my call and arranged a meeting with me at the Palm Beach Police Department for November 8, 2005. At approximately 2:00pm, arrived at the Palm Beach Police Department. She was brought into the interview room and the door was closed for privacy. She was told that I appreciated her coming to the police station for questioning regarding an on going investigation. She was told that I was investigating a crime involving Jeffrey Epstein and knew, based on the investigation, that she had encounters with him in the past. During a sworn taped statement, Qa stated she had met Epstein approximately two years ago. She was first introduced to Epstein by Haley Robson. Robson approached her about working for Epstein and providing a massage to him for $200.00. The arrangements were made and as Robson could not take her the day the arrangements were made, took QR «GQ also attended QQ and was familiar with Epstein. QWMMMD yecalled she was brought there and entered through the back kitchen door. She had met with an assistant Sarah and another assistant Adrianna. Sarah brought her upstairs as she observed several photographs of naked females throughout the house. stated Epstein came in the room, wearing only a towel, and laid on the table. stated he picked out the oils he wanted her to use and requested she remove her clothing to provide the massage. stated that on the first massage she provided she did not remove her

date: Time: 7ase kk kk 4 ~- 72" "=" CRRB TIS BVOMRELAP- Docunge 2 - Filed 03/14/16 -Page 6-0f 45----------7/19/06 CASE T15-Cv-0 A PGS EP Sep Ate Ose , Page: 49 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) clothing. QM stated she had returned several times after that. Each time she returned more things happened. @@MMMMMMM stated that the same thing would happen. Epstein would walk into the master bedroom/bathroom area wearing only a towel. He would masturbate as she provided a massage. QM stated she was unsure if he climaxed as he masturbated under the towel. Additionally she never looked blow his waist. She claimed that Epstein would convince her to remove her clothes. She eventually removed her clothes and stayed in her thong panties. On occasion, Epstein would use a massager/vibrator, which she described as white in color with a large head, on her. Every time she provided a massage he would masturbate. QUEM added she has no formal training in providing a massage. @iiiigmstated she brought two females during her visits to provide massages. stated she brought a girl named and from : stated she received $200.00 for each girl she brought. Additionally, QM was given $200.00 for taking her in the very beginning. The interview was concluded and the tape was placed into evidence. Investigation continues... AKKKAAKHKAKA RRA EAA NARRATIVE Ho LQ RRR HARK RAKE KAA KERR ER KEERE Reported By: RECAREY, JOSEPH 11/13/05 Entered By.: ALTOMARO, NICKIE A, 11/14/05 On November 8, 2005, I made telephone contact with Qa w/r, at her residence. @MMMMBresponded to the police station for an interview reference an ongoing investigation. At approximately 2:30 pm, she arrived at the Palm Beach Police Station and was brought into the interview room for the interview. The door was closed foe privacy and she was told that I appreciated her cooperation in this case. During a sworn taped statement, stated she had met Jeffrey Epstein approximately one year ago. She was approached by a subject known to her ——— NB had asked her if she wanted to make money providing massages to Epstein. ad heard that several girls from were doing this and making money. She agreed and was taken to the house by had introduced her to Sarah and Epstein and brought her upstairs to a master bedroom and Master bathroom where a massage table was prepared and the proper oils were taken out. eft the room and waited downstairs for stated Epstein entered the room wearing a towel and she provided a massage wearing only her thong panties. QM advised Epstein had masturbated every time she provided a massage. She stated Epstein continued to masturbate until he climaxed; once that occurred the massage was over. She felt the whole situation was weird but she advised she was paid $200.00 for providing the massage. She also stateGMMMl—received $200.00 for bring GM to Epstein. QM stated she had gone a total of 15 times to his residence to provide a massage and things had escalated from just providing a

Siri eee Sea Case 1:15-cv-07433--AP - Document 55-2 -Fited 03/14/46 -Rage 7 of 45 Date: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 50 Time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) Massage. Epstein began touching her on her buttocks and grabbed her closer to him as he masturbated. Epstein also grabbed her breasts and fondled her breast with his hands as she provided the massage. (i stated on one occasion, he offered extra monies to have vaginal intercourse. She stated this all occurred on the massage table. @QQMMMM stated Epstein penetrated her vagina with his penis and began having intercourse with her until he reached the point of climax. Epstein removed his penis from her vagina and climaxed onto the massage table. QM received $350.00 for her massage. I asked her if she had any formal training in providing massages, MEM stated she did not. Qa continued to state on one other occasion, Epstein introduced his assistant, Nada, into the massage. Nada was brought into room with to provide a massage. Epstein had them kiss and fondle each other around the breasts and buttocks as they provided a massage to Epstein. Epstein, watched and masturbated as this occurred. On other occasions, Epstein introduced the large white vibrator/massager during the massage. Epstein stroked the vibrator/massager on i: vagina as she provided the massage. QR stated the last time she spoke with anyone at the house, was with Sarah during the weekend of October 2 or 3, 2005. @9RMMR® stated she had brought two people to the Epstein house. She provided the names of zie. and QM (unknown last name). It should noted @iiim|:£.” had been previously identified as Qi @NBMMMM and had been previously interviewed. The interview was concluded and the videotape was placed into evidence via the locker system. On November 9, 2005, Sgt Frick and I traveled to 6791 Fairway Lakes Drive in Boynton Beach, Florida in hopes to interview Juan Alessi, the former houseman of Epstein's home. As no one was home, a business card was left for him to return my call, We then traveled to 11349 sw 86th Lane in Miami in hopes to interview Alfredo Rodriguez, a former house man of Epstein. We did not locate them at home. T left a business card for him to return my call. We. then traveled to gym nd met with Dean of Students, Mr. We requested to speak with . QM was re interviewed, as she still was in possession of the rental car that Epstein had acquired for her. QM stated that Sarah, Epstein's assistant, had called her on her cellular telephone and informed her that rental was extended for her. Sarah stated she had paid an additional $625.00 for her to keep the rental an extra month. ees, was asked if she had any additional contact with either Epstein or anyone from his organization, @MEMMM® stated she did not, other than the telephone call informing her that she could keep the car for an extra month. @@MMMBdid not provide any additional information. On November 10, 2005, at approximately 9:47 am, Alfredo Rodriguez had telephoned reference my business card found on his door. Rodriguez stated he had worked with Epstein for approximately six months after

‘ase sees re Case T:15-CV-07433- LAP Document'55-2- Filed-03/14/16~ Page-€-of-45: - - -------7/19/06 BEACH POLICE DEPARTMENT Page: 51 15101237 Incident Report Program: CMS3011, No. . . . + 1-05-000368 (Continued) the previous houseman left. Rodriguez stated that it was his responsibility to keep the identity of the masseuses private. Mr. Epstein had a massage in the morning and one in the afternoon. Mr. Rodriguez stated he would rather speak about this in private. He advised he would come to the police station to speak with me. Rodriguez stated he would return my call on Monday, November 14, 2005. I then made telephone contact with Juan Alessi. He advised he found my card on his door and wanted to know what I needed to speak with him about. I explained to Alessi that I was conducting an investigation on his former employer, Mr. Epstein. Alessi stated he would return my call shortly as he was in the middle of a project at his home. I received a telephone call from Attorney Donald Morrell from 686-2700. Mr. Morrell stated he represented Mr. Alessi and did not want me speaking with his client. I then made telephone contact with the State Attorney s Office and confirmed that subpoenas would be issued to the former employees to assist in the investigation. I then made telephone contact with Attorney Guy Fronstin, attorney for Mr. Epstein. I explained to Mr. Fronstin that I would like to speak with Mr. Epstein. He stated Mr. Epstein is not in residence in Florida at this time and would check with him to ascertain if he could be here by Wednesday November 16, 2005 for an interview. Mr. Fronstin stated he would return my call should Mr. Epstein decide to come in to the police station for an interview. Investigation continues. KHAKAKKKHKAKHEKKEREKEARKKERE NARRATIVE Ho LQ RRA KRKAKKER AR KRKEKEREKEEKEEE Reported By: RECAREY, JOSEPH 11/15/05 Entered By.: ALTOMARO, NICKIE A. 11/16/05 On November 14, 2005, Det. Sandman and I traveled to > i Ce GEE and spoke with She was told of the ongoing investigation involving Epstein. advised she had gone to the house on several occasions. During a sworn taped statement, she advised she started going to the house approximately one year ago and was brought by [Za (Unknown last name). stated brought her into the house and she was introduced to a girl named Sarah. Once she met her, Sarah brought her upstairs into a master bedroom bathroom. @MMBPstated she met Jeffrey in the bathroom. He lay on the table and picked the massage oils. She provided the massage, as he lay naked on the massage bed. She stated she rubbed his calves and back area. Upon the end of the massage, Epstein removed himself from the massage table and paid her $300.00 for the massage. tated she had only been at the house approximately five or Six times. @QRNMMMMMMR said each time she went to the house she was notified by Sarah, Epstein's assistant, that Epstein was in town and would like her to work. GQ stated she returned to the house and was again led upstairs by Sarah. She provided the massage, clothed.

Sara rete ee Case-b.15-cv-07433-EAP- Document-55-2 - Filed 03/14/16 - Page-9-ef-45----------Jate: "ime: ‘ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 52 15701237 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) —-_ advised it wasn't really weird until later on. Qu was asked if she ever removed her clothing to provide a massage. stated it was not until the third time she went that she removed her clothing. @Q@MMMstated she was notified by Sarah that Epstein wanted her to come to work. She arrived at the house and was led upstairs by Sarah. She started providing the massage when Epstein asked her to remove her clothing. @Qjiiimmpremoved her pants, shirt and bra. She stayed in her thong panties and continued rubbing Epstein. Epstein turned over onto his back and she rubbed his chest area. Q@RRMMED stated she knew he was masturbating himself as she providing the massage. QM stated she believed he climaxed based on his breathing. She did not want to view either the climax or the fact that he was masturbating. qa stated once the breathing relaxed he got up and told her to get dressed. She was paid $300.00 for her services. GREE stated on the last time she went to provide a_massa e, she ke * was notified by Sarah to come to the house and work. Siesta. stated she was now dating her current boyfriend and did not feel comfortable going. She recalled it was approximately January 2005. She said she went, already thinking that this would be the last time. She went upstairs and went into the master bathroom. She met with Epstein, who was wearing only a towel as he entered the room to lie on the table. @—m-m stated Epstein caught her looking at the clock on several occasions. Epstein asked her if she was in a hurry. stated her boyfriend was in the car waiting for her. @iMfurther stated that Epstein got upset, as she wasn't enjoying the massage. She told him that she didn't want to continue and she would not be back. Epstein told her to leave as she was ruining his massage. I asked her if she had any contact with Epstein's organization, she stated she received $200.00 from Western Union in Royal Palm Beach and Okeechobee Blvd as a Christmas gift. QB advised she had no formal training in provide any massages. also stated she was sixteen years old when she first went to Epstein's house. At approximately 4:22 pm, I made telephone contact with Qi Gzzz at She agreed to meet with me at a public place. I suggested she come to the police station for an interview. WHR did not want to meet at the police station. I recommended we meet at the Palm Beach Gardens Mall in the food court area. She agreed and an appointment was made for November 15, 2005 at 5:00 pm at the food court. Investigations Continue. KRKKKKKAKKAA ARK KERAEEEA NARRATIVE HQ RRKKKAK ERE KKK HARKER AA REA Reported By: SANDMAN, JENNIFER R. 11/16/05 Entered By.: ALTOMARO, NICKIE A. 11/17/05 On 10/20/2005, I assisted executing a search warrant at 358 El Brillo Way in the Town of Palm Beach, Palm Beach County Florida under the direction of affiant Detective Joe Recarey.

Sin eRe eS alae ‘Case-t:15-cv-07433-EAP- Document 55-2 - Filed 03/14/16 - Page ~10-of-45- - - -------Date: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 53 Time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) Detective Melnichok and I searched the pantry room that is west next to the kitchen. This room had all white cabinets with a dark grey and black counter top. We did not find anything in this room. We searched the yellow and blue room that is west next to the pantry room. This room had a very large statue of man with a bow. Taken into evidence from this room were nine photographs in frames of various women. We searched the main entrance foyer that is to the north of the yellow and blue room. This room contained two bamboo chairs and ottomans with cushions. It also contained a round table with numerous books. We searched another blue room that is west of the foyer. This room had a stereo system and book shelves that were from the floor to the ceiling. Taken into evidence from this room were eight photographs in frames of various women and/or Epstein, the owner of the residence. We searched the room to the west of the blue room that has sliding glass doors that lead out to the pool. In this room in a dresser were two DVD's and two VCR tapes. These items were taken into evidence. We searched a 2004 black Chevy Suburban bearing Florida tag X99-EGL, registered to Jeffrey Epstein DOB 01/20/53, which was located on the east side of the driveway facing south. I found a Thrifty rental agreement between the passenger seat and the middle console. The name on the rental agreement was Johanna Sjoberg from 622 Holly Drive Palm Beach Gardens, Florida 33410. The phone number on the rental agreement was (561) 714-0546. The vehicle rented was a white 2005 Chrysler Sebring bearing Florida tag W99-FUN. The vehicle was rented on 9/25/05 at 17:58 hours and was returned on 9/26/05 at 16:52 hours. The last four numbers of the credit card used are 9821. Detective Melnichok found a piece of paper in the middle console that said I used the cash in here to fill up the tank and was signed by Johanna. I searched the 2005 black Cadillac Escalade ESV bearing Florida tag Q29-9GT, registered to Jeffrey Epstein dob 01/20/53, which was located on the west side of the driveway facing south. I did not find anything in this vehicle. All of the items that were taken into evidence were photographed in the place they were located and then turned over to crime scene. REKKKAKKAKKAKKAAKKAKAEHAEEKKER ND RRA TIVE HD] RRR ARK RIAA ERR KEKE KK EEK ' Reported By: RECAREY, JOSEPH 11/17/05 Entered By.: ALTOMARO, NICKIE A. 11/17/05

ase ceue pra aa Case T:15-1v-07433-tAP> Document 55:2 Filed O8fta/té - Page 11-of 45---------7/19/06 PALM BEACH POLICE DEPARTMEN Page: 54 15:01:37 Incident Report Program: CMS301L No. . . . 1: 1-05-000368 (Continued) On November 15, 2005, Det. Sandman and I traveled to > cm in We met with seventeen-year old juvenile who was not in school this aay due toa cold from which she was suffering. QQ was told that I needed to speak with her in reference to an ongoing investigation involving a subject she would know as Jeffrey Epstein. Prior to speaking with her, I explained that because of the fact that she is a minor, I needed to speak with her parents prior to speaking with her. She telephoned her father, Mr. » on his cell phone and explained to him that Det. Sandman and I were there to speak with her. I spoke with Mr. on the telephone and informed him I needed to speak with his daughter in reference to an ongoing investigation. Mr. @UMEMMMB advised he had no problem with us speaking with his daughter. During a sworn taped statement, Qa stated she met Jeffrey Epstein over a year ago. She was sixteen years of age and was approached by QyggapPGM who informed her that she could make monies providing a massage to Epstein for $200.00. @ayphad informed her that she would have to provide this massage topless. @@RMM—M—Bmade the arrangements with Epstein and his assistants and took GRRRRBMMM to the house. @QagRRBR! stated GMM and she entered through a glass door that led into a kitchen. MMMM took her upstairs, to a master bedroom and master bathroom. She recalled the bathroom had a large pink couch, sauna and matching shower. Epstein entered into the room wearing only a towel. Qi 21cemmm venoved their clothing remaining only in thong underwear. She further stated that Epstein lay on his chest on the table. Epstein selected which oils to use for the massage. Both @@iiand QM provided the massage on his legs, back and feet. Forty minutes into the massage, Epstein turned over onto his back and requested gg wait downstairs in the kitchen area for QQ Epstein instructed QM to finish the massage. As @@EEEM got dressed, @MI® starting rubbing his chest. Qaim left the room, and Epstein began masturbating himself asqyymp rubbed Epstein s chest. @QQQMMMM® stated he continued masturbating until he climaxed on the towel he was wearing. When asked if he had removed the towel she stated he turned the towel around so that the opening would allow him to expose himself. After he cleaned himself off with the towel, he instructed QMMM® the massage was done and to get dressed and met with him downstairs. ot dressed and met with Epstein in the kitchen area. She was paid $200.00 dollars for providing the massage. q@§gMMMMPpstated she was aware that QE also received monies for the same thing. The second time she went to the house she was again approached by asked if she wanted to return to the house to provide another massage ; @MMMMMEME agreed and the arrangements were made by or her to return to the house. gi) stateccgmmmmm drove her to the house and knocked on the same glass door that leads to the kitchen area. They were allowed entry into the house by one of the staff members. @§MMMMM@ied her upstairs to the master bedroom and

se Seetsee rcs s Case t:15-cv-07433-LAP- -Document55-2 - Filed 03/64/16 ~- Page 12-0f 45- --~-----ate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 55 ime: 15:01:37 Incident Report Program: CMS301L ase No. 1-05-000368 (Continued) master bathroom area, @@@m left @@RMBMMBMD this time to do the massage alone. Epstein entered the room again wearing only a towel. began removing her clothing as she did the last time she was at the house. Epstein instructed her to get naked. He lay on the table on his stomach as @@MMMMMMMM® began massaging his legs and back. As QQ finished with Epstein's back and legs, Epstein then turned over onto his back. QQ started to rub his chest and he began masturbating himself. As @Q@MBMM® rubbed his chest, Epstein leaned over and produced a massager/vibrator. He turned it on and began rubbing @ieevagina and masturbating himself at the same time. stated she continued to rub his chest as this was occurring. She described the vibrator/massager as large, grey with a large head. Epstein rubbed her vagina for approximately two to three minutes with the massager/vibrator. He then removed the vibrator from her vaginal area and concentrated on masturbating himself. age, stated he climaxed onto the towel again and informed her that the massage was done. @R@MMMMe got dressed and met with GMllimwho was waiting in the kitchen area. She received $200.00 for the massage. Gi said she never returned to the house and had no desire to return to the house. @QQMMMMMM was asked if she received any formal massage training. She advised she had no formal training. QM was asked if Epstein knew her real age. @QR@@BMMMM stated he knew as he asked her questions about herself and high school. He was aware she attended and is still attending The interview was concluded. I suggesteqgQmmlllMM inform her parents of what occurred at the Epstein house. Q@MMNNMMBM stated she would tell her father as he was unaware this had occurred. I left my business card for any questions they may have. We left the area and returned to the police station. The tape was placed into evidence. Investigation Continues. RAKHEKKKKKKEAEKEEKEEEAEEEEKEE NARRATIVE: to QQ RRR KK KARR ARK AR KEE RE KKEK EE Reported By: RECAREY, JOSEPH 11/17/05 Entered By.: ALTOMARO, NICKIE A. 11/17/05 On November 15, 2005, Officer Munyan and I responded to the Palm Beach Gardens Mall food court section to meet with Qi Gime at approximately 5:10 p.m. , @@MMMMMMarrived and met with us at the food Coure. rovided a sworn taped statement in which she stated she had been at the Epstein house over fifty times. She began going to Epstein's house when she turned eighteen years old. Q(B was asked if she knew of the on-going investigation. @@MMMMMMBstated she was, aware there was an investigation as she had been told by other girls that were interviewed. Additionally, she has had several telephone conversations with Epstein's assistants as to what had been going on during the investigation. I asked QM how she was introduced to Epstein. Q@MMMBMstated she did not want to disclose who brought her to the house but she would

wee etter Case 1:15-ev-07433-LAP- -Deeument55-2- Filed-03/44/16- Page-13-ef46.--------.Jate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 56 fime: 15:01:37 Incident Report Program: CMS301L tase No. .. . : 1-05-000368 (Continued) respond to any other questions. When I asked her what happened at the house, GMMR stated everything happened. It all began with the Massages. Each time she went more things happened. She would massage Epstein and he would masturbate and climax. She stated things escalated from there. She provided oral sex on Epstein and he provided oral sex on her. She stated he would also use a massager/vibrator on her vagina to stimulate her as she massaged him. He introduced his assistant Nadia or Nada to have vaginal intercourse with QM «She stated Nada or Nadia would utilize a strap-on (synthetic penis) to have intercourse with her. She was told to masturbate herself as Epstein and Nada had sexual intercourse. All this was done at Epstein's direction. g@lmm could not provide exact dates as she had been to the house so many times. ee ee Epstein inserted his fingers in her vagina to stimulate her as she massaged him. When I asked her if there had been any vaginal intercourse with Epstein, she stated she did not have sex with him. She did admit having sex with Nada, his assistant. We stated not every time she went involved sexual favors. ometimes she would just talk with him and get paid. I asked her how much she was paid each time she went to Epstein s residence. stated she got paid $300.00 every time she went to the house. She was told to bring other girls to him to provide massages. jim declined stating that she does what she does and did not want to introduce anyone else to do what she does. Gy stated she had never received any formal training in providing massages. I showed @iiii a photo line up in which Nada Marcinkova was placed in position six. She reviewed the six photographs and immediately identified Nada Marcinkova as the person with whom she had intercourse. Additionally, it was the same person she watched have intercourse with Epstein. She signed the photo line-up under Nada Marcinkova s photo as the person she identified. We then left the mall and returned to the police station. The photo line up and tape were placed in to evidence. Investigation Continues... KAKEKKKEKERKKKKEKEKKKEKEEKKE NRR RA TIVE: fE D3 KAKKKAKKHKKAEAKKEEKKKKEKKKE Reported By: RECAREY, JOSEPH 11/29/05 Entered By.: ALTOMARO, NICKIE A. 12/01/05 On November 17, 2005, I received a phone message from Atty. Guy Fronstin who advised to call his cellular phone reference his client Jeffrey Epstein. I telephoned his cell phone and left a message for him to return my call. I did not receive a call back on Thursday, November 17, 2005. On Friday, November 18 2005, I retrieved another voice mail from my work phone from Mr. Fronstin advising he would not produce his client Jeffrey Epstein for any statement. Fronstin stated he had spoken with ASA Lana Belohlavek and expressed Mr. Epstein has a passion for massages. I called ASA Lana Belohlavek and confirmed that

Jate: time: ase eee Case 1:15-cv-07433-LAP - Document 55-2 -Fited- 03/1446- Page M4 ef 45 ---------7/19/06 PALM BEACH POLICE DEPARTMENT Page: DT 15041237 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) Fronstin had telephoned her reference this case. Although nothing was discussed, Mr. Fronstin did advise her that Epstein is very passionate about massages. I also spoke with ASA Daliah Weiss reference the previous employees, Juan and Maria Alessi. She advised that they had been served through a subpoena process server. They were both scheduled to appear on Monday November 21, 2005 at 12:00 p.m. On November 21, 2005, I met with ASA Weiss, Atty. Donnie Murrell and Juan and Maria Alessi at the State Attorney Office. ASA Weiss had requested a court reporter to be present to take the statement of the Alessi s. I spoke with Maria Alessi, in the presence of her attorney, Donnie Murrell. She advised she had worked for Epstein for eight years, from the period of 1994 through 2002. She advised she had never had any direct conversations with him. She stated it was her husband who spoke directly with Epstein. Her work consisted of doing house cleaning, shopping and other preparations when Epstein would arrive in town. Alessi stated the preparations consisted of preparing the house and bathrooms for his arrival. She advised she did view several masseuses that arrived at the house. She advised that two or three girls would come during a day and provide the massages. The girls that arrived looked young in age. Mrs. Alessi did not know any of the girls personally and were always different. She was told that when Epstein was in residence he did not want to encounter the Alessis during his stay in Palm Beach. I then spoke with Mr. Alessi in the presence of his attorney, Donnie Murrell. Mr. Alessi stated that he was employed for eleven years with Mr. Epstein. He originally was hired as a part time employee and then moved up into a full time position. His duties included everything. Alessi stated he was the house Manager, driver and house maintenance person. It was his responsibility to prepare the house for Epstein s arrival. When asked about cooks or assistants, Alessi stated they traveled with Epstein on his private plane. He remembered dealing with his girlfriend, Ms. Maxwell originally and then dealt with Epstein directly. I asked Mr. Alessi about massages that occurred within the home. Mr. Alessi stated Mr. Epstein had up to three massages a day. Each masseuse that visited the house was different. Alessi stated that towards the end of his employment, the masseuses were younger and younger. When asked how young, Mr. Alessi stated they appeared to be sixteen or seventeen years of age at the most. The massages would occur in Epstein's bedroom or bathroom. There were times he recalled that he would set up the massage tables either in Epstein s bedroom or in his bathroom. I asked if there were things going on other than a massage. Alessi stated that there were times towards the end of his employment that he would have to wash off a massager/vibrator and a long rubber penis, which were in the sink after the massage. Additionally, he stated the bed would almost always have to be made after the massage. Alessi was never privy to what went on during the

Jate: rime: Jase KA* Cees Case 1:15-cv-07433-LAP- -Doeument 55-2- -Filed-03/44/16 - Page-15 ef 45..--.---._7/19/06 PALM BEACH POLICE DEPARTMENT Page: 58 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) massages. He was asked if he remembered any names of the girls that massaged Epstein. He tried to remember and was unable to provide any exact names of any girls. Alessi was asked about any contact with anyone from the Epstein organization. Alessi said he did speak with Mr. Epstein shortly after my initial contact with him to find out what was going on. Alessi also stated that approximately on November 11,2005, he was contacted by a private investigator from the Law Office of Roy Black. The investigator had called him to meet with him to ascertain what he was going to tell the police. Alessi stated they met at the Carrabba s Restaurant in Boynton Beach and discussed the same questions I was asking him. I informed Mr. Alessi and Mr. Morrell that as this is an ongoing investigation and anything we discuss should be confidential. They both acknowledged the fact that the information would be kept confidential. It should be noted that a court reporter was present during the interviews and would be providing a copy of the statements to me when they become available. On November 21, 2005, I received a voice mail from Mr. Fronstin who advised he would not be making Mr. Epstein available for any statements. He did have some words that he wanted to relay on behalf of Mr. Epstein. I telephoned his office and left a message for him to return my call. On November 29, 2005, I received a call back from Mr. Fronstin who left a voice mail after hours on November 28, 2005, advising he would return my call during normal business hours to speak with me reference the case on November 29, 2005. REKKEKKKKEKKKKKKKKAKEEEH N DR RAT IVE HDA BRAK KK KA KKERK KEE REAR EREKE Reported By: RECAREY, JOSEPH 11/29/05 Entered By.: ALTOMARO, NICKIE A. 12/01/05 On November 29, 2005, at approximately 2:30 p.m. I received a telephone call on the department issued cell phone. Mr. Fronstin stated he was calling to relay information that Mr. Epstein wished he could relay. Mr. Fronstin stated that he would not allow Mr. Epstein to speak with me at this time. He further stated that Mr. Epstein is very passionate about massages. He continued that Mr. Epstein had allegedly donated over $100,000 to the Ballet of Florida for massages. The massages are therapeutic and spiritually sound for him that is why he has had many massages. Mr. Fronstin stated he appreciated the way the investigation has not been leaked out into the media. TI explained to Mr. Fronstin that it is as important to protect the innocent if the allegations are not substantiated. Mr. Fronstin was told of the allegations that the private investigators assigned to the case have been portraying themselves as police officers. Additionally, I explained that my cell phone had been called by the private investigators. Mr. Fronstin advised he was not aware of that and advised they were under the direction of Attorney Roy Black in

~ oe earn nnn Case-t-15-cv-07433-LAP- Document55-2 - Filed 0344/16 -Page 16-0f 45.-----..___ Date: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 59 Time: 15:01:37 Incident Report Program: CMS301L Case No. .. . : 1-05-000368 (Continued) Miami. Mr. Fronstin further stated Epstein had originally called Mr. Dershorwitz in Boston, who recommended Roy Black in Miami, who asked Mr. Fronstin to assist. I informed him that if and when any charges would be presented I would notify him. The call was then terminated. Investigation continues. CARRE KE AKA EKA KAKEKKEAEE NARRATIVE HDS RARER KEK KEK HAKKAR KEKEKKEKRE IA Reported By: RECAREY, JOSEPH 12/15/05 Entered By.: ALTOMARO, NICKIE A. 12/16/05 A review of the telephone message books, which were obtained during the search warrant, was conducted in which various messages from different dates were made to Jeffrey Epstein. The telephone message books have a duplicate copy (Carbon Copy) which, once a phone message is written into the book, the top copy is then torn on the perforated edge and the carbon copy is left in the book. First names of girls, dates and telephone numbers were on the copy of the messages. I recognized various numbers and names of girls that had already been interviewed. The body of the messages was time of the day that they called for confirmation of "work." Other names and telephone numbers were located in which the body of the messages were, "I have girls for him" or "I have 2 girls for him." These messages were taken by Sarah for Jeffrey Epstein. Based on the context of the body of the messages, I requested subpoenas for subscriber information on the telephone numbers and the time frame involved. Copies of the messages were made for evidentiary purposes. I obtained Qi) sien eg que yearbooks for 2005, 2004 and 2003. I first reviewed the 2005 yearbook and located most of the girls I had spoken with. Additionally, I located Based on the corrected name spelling, I was able to locate her to her residence in - On December 8, 2005, Det. Caristo and I responded to Pi I located iia, at her home. She advised she is attending qq [PE and is participating in the early release program so she can maintain her part time job. As she is still a minor, I left my business card to have her mother return my call to request an interview with her daughter. We then left the area. I also had previously researched the telephone number for [MP and telephone number A subpoena had been issued for the information on The telephone number was registered to oF A query of revealed that she is the daughter of and is currently residing at Det. Caristo and I attempted contact withQ@@MMMBwith negative results. I left my business card on her front door requesting she return my call. We then responded to I also attempted contact with I left my business card for him to Mr. with negative results. return my call.

see eeernae es Case 1:15-ev-07433-L AR. - Document 55-2. -Filed-03/14/16. Page 170f45_ 9 Date: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 60 Fime: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) On December 9, 2005, I received a telephone call from Qe CP MMMM: mother, who was made aware of the on going investigation in Palm Beach. GQUMEEP advised she was told of everything that occurred at Epstein's house involving Epstein and his staff. She advised she would allow me to question her daughter about what occurred and would cooperate with the investigation. provided me with@@@ cellular telephone number to schedule an appointment for an official interview. TI telephoned her cellular telephone and made a tentative appointment for Monday, December 12, 2005, Ithen received a telephone call from@ me QM father of Qiuaap I who stated he found the business card on his door. explained that I was conducting an investigation and needed to speak with as she may have information that could assist in the investigation. Mr .“MMMMMpestated that his daughter no longer resides with him and has her own trailer in another trailer park. He advised he would tell her to call me, On December 12, 2005, due to a conflict with schedules, arrangements were made to meet with ii GHB on Tuesday, December 13, 2005 at 5:00 pm. On December 13, 2005, Det. Dawson and I traveled to and met with During a sworn taped statement, stated that when she was sixteen years old, she was taken to Epstein's house to provide a massage for money. WR stated it was before Christmas last year when CPETIRy approached her and asked if she needed to make money for Christmas; QM stated she did and agreed to provide a massage for money. @ii> made arrangements to take to the house and drove @@lMmm to the house to "work." Qi stated she could not remember the street name but would be able to drive to the street. They drove to the last house on the street and pulled in the last house on left side. They walked up the driveway and entered through a side gate which led to a kitchen door. They knocked on the door and were encountered by an employee who @iiii/edescribed as a "Spanish looking lady." They informed her that they were expected. They were then encountered by a white female with long blond hair. @qiil™®was unable to remember the name of the white female with blond hair but knew she was Epstein's assistant. She was led upstairs by the white female who explained that there would be lotions out already and Epstein would choose the lotion he wanted her to use. She was led through a spiral staircase which led to a master bedroom and bathroom. The massage table was already set up in the bathroom. (—_!!described the bathroom as a large spacious bathroom with a steam room and shower beside it with a sink to the right. @MMMMMwas introduced to Jeff who was on the phone when she entered. Jeff was wearing a white towel and lay on his stomach so that QMMMM&ymay massage his feet and calves. @QMMMm started the massage with the massage oil Jeff chose and rubbed his feet and calves. Jeff got off the phone and requested she massage his back as well. @QMMMMM™® began rubbing his back and got to the small of his back. During the rubbing of his back Jeff asked her to get comfortable. He

ee nee enna Case 1:15-cv-07433-LAP - Document 55-2- -Fited- 03/1 4A16- -Page-18 of 45 -------._Jate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 61 Time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) requested she remove her pants and shirt. @@MMMMMremoved her shirt and pulled her pants off. @@MMMMMMPstayed in her bra and thong panties. As she finished the small of the back, Jeff then turned onto his back. He instructed she rub his chest and pinch his nipples. As she began to rub his chest, Jeff asked her questions about herself. remembered telling him she attended Quam. Jeff asked her if she was sexually active. Before could answer, he also asked what sexual positions does she enjoy. stated she was shy didn't like talking about those things. She continued rubbing his chest. Epstein reached up and unsnapped her bra from the front. Qjmmmexplained the bra she used had a front snapping device. Epstein rubbed her breasts and asked her if she like having her breasts rubbed. qi» said "no, I don't like that." Epstein then removed his towel and lay on the bed naked exposing his penis t He began touching his penis and masturbated as he touched her breasts. iio explained Jeff then touched her vagina area by rubbing her vagina with his fingers on the outside of her thong panties. Wim tensed up and stated Jeff was aware that she was uncomfortable. tated that Jeff told her , "Relax, I'm not going inside." She further explained Jeff commented to her how beautiful and sexy she was. Jeff then moved her thong panties to one side and now was stroking her clitoris. QG@MMMMMMP said "Jeff commented how hard my clit was." He then inserted two fingers in her vagina and was stroking her within her vagina. She tried pulling back to pull out his fingers from within her vagina. Jeff removed his fingers from within her vagina and apologized for putting his fingers inside her. During this time he kept his hand on her vagina area rubbing her vagina. stated he rubbed her real hard as he was masturbating. Sum said he climaxed onto the towel he had been previously wearing and got up from the table. Jeff told her there was $200.00 dollars for her on the dresser within the master bathroom. Jeff also told her that there was an additional $100.00 that was to be given tqff@M for bringing her there to massage him. Jeff told her to leave her telephone number with his assistant as he wanted to see her again. Jeff stated his assistant would contact her to work again soon. I_asked her if she ever received any formal massage training to which WWMM stated she did not. WHMMMMm stated it was the only time she ever went to work for Jeff and knew what happened to her was wrong. She stated she no longer speaks to@ll&because she was upset that took her there. She further stated that she had never been contacted for any additional work. The interview was terminated and we left the area. Investigation Continues... thkkk kk kee keke kee keeee NA RRA T IV E Ho DE RRA KA KKH KE KARA KE KR RKAEKAR EER Reported By: DICKS, ALLEN Cc. 12/18/05 Entered By.: ALTOMARO, NICKIE A. 12/19/05

-Gase +:15-cv-07433-LAP- -BDecument $5-2- -Filed-03/14/16- Page-19 0f45 2... 2 vate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 62 Time: 15:01:37 Incident Report Program: CMS301L "ase No. . . . : 1-05-000368 (Continued) On 102005 at approx 0930hrs I assisted with the execution of a search warrant at 358 El Brillo Ave, Palm Beach. Initially I was assigned to enter the residence and conduct a sweep of the premises for safety purposes. I then accompanied CSEU tech Pavlik while she photographed the exterior of the house. Once this was complete I was assigned to search certain areas of the house with Det. Dawson as part of the search warrant. We began in the garage, searching three Mercedes Benz vehicles, a Harley Davidson motorcycle and adjacent closets in the garage. Nothing of evidentiary value was located. We then searched two closets off the kitchen area on the east side. These can best be described as pantry or storage closets. Nothing of evidentiary value was obtained. A small office with adjoining bath was then searched. In the bath area I located a phone message book with recent messages. This item was seized as evidence. Please note this bath and shower area are not used as designed but are storage areas containing a variety of items to include a gun safe in the shower and assorted household items. We then searched a bath area and closet at the base of the main stairs in the foyer. Inside the closet two massage tables were located as well as partial nude female photographs. These items were later seized as evidence. Nothing of evidentiary value was noted in the bathroom. We then searched two bedrooms upstairs on the east side of the residence. Located in the bath room of the south bedroom was penis shaped soap. Located in the bedroom of the northern bedroom was penis and vagina shaped soap as well as an adult sex toy. These items were seized as evidence. We then searched the pool cabana located in the south west corner of the property. Several photographs of nude females were seized as evidence. I was then assigned to stand by with a person I believe was Douglas Schoettle. Mr. Schoettle was in the residence at the beginning of the search warrant. He was present during the warrant service and subsequent search. I stood by with him until the search was completed and I departed the residence. I had no conversation with him regarding the reason for our presence. Regarding seized evidence, all items were photographed in place and then collected by CSEU personnel. This concludes my involvement in this case.

Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 20 of 45 Jate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 63 Time: 15:01:37 Incident Report Program: CMS301L tase No. . . . : 1-05-000368 (Continued) KKREKKRKEKKEIKEKEKKEEKREKRKKEKEKEERKEKEE NAR RAT IVE # 27 REKKEKEKREKEKR KE KRKEKKKEK KEKE IA Reported By: KRAUEL, CURTIS D. 12/21/05 Entered By.: ALTOMARO, NICKIE A. 12/21/05 On Thursday, October 20, 2005 at approximately 0936 hours, I assisted in the execution of a search warrant located at 358 El Brillo Way, Palm Beach, Florida, residence of Jeffrey Epstein. I was instructed by Case Agent Det. Joseph Recarey, to secure all computer and media related material from the residence. Upon my arrival I was directed by Det. Recarey to a room designated as the Kitchen Staff Office. I observed a, Silver in color, CPU with the left side cover removed, exposing the CPU s hardware Sitting on floor next to a glass type desk. The CPU had no discernable identifiers or features indicating a make or model. This CPU was powered off with the power cord not plugged in. The keyboard and mouse were atop the CPU. It should be noted that the CPU was not connected to a monitor, printer, or other media device. On the back Panel of the CPU, I observed an A/V card with RCA jacks attached. This type of hardware would allow audio and video to be downloaded onto the CPU s hard disk. The ends of the RCA jacks were unattached at the time of the search and no external camera was located within this room. The CPU was located on the right side of a desk that held a flat panel LCD screen. The desk also held another keyboard and mouse, indicative of a second computer; however, no other computer was found. [It appeared as though a second computer had been recently removed as the cables ends from the monitor, keyboard and mouse were in the same area. A further search of the room revealed no media storage devices, i.e. CD s, Floppy Disks, Zip Disks, etc. This type of media is commonly stored in an area where computers are placed, yet no media was found. After completing a search of this room, I secured the CPU and turned all items over to the Evidence Custodian for future forensic analysis via a property receipt. I was then directed by Det. Recarey to a room designated as the Garden Room, where I observed a wooden desk facing west. The desk held a flat screen LCD monitor, keyboard, mouse, media card reader and printer; however, no CPU was located. All of the cables were removed from an area where a computer had once been. A search of the desk area revealed no signs of any media devices. Det. Recarey directed me to a third location designated as the Cabana room, which is detached from the residence and located just south of the pool. In the South Fast corner of the room, I observed an office type setting, with an L-shaped desk holding a flat screen LCD monitor, keyboard, mouse and printer; however, no CPU was located. All of the cables were removed from an area where a computer had once been. A search of the desk area revealed no signs of any media devices.

‘ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 64 16:02237 Incident Report Program: CMS301L No, . . . : 1-05-000368 (Continued) Det. Recarey directed me to a second detached structure located on the South East corner of the property. This area of this structure was assigned with single letters to identify a particular part of the room. In the office area, designated as Room B, I observed a powered on Dell Dimension 2350, attached to an LCD flat panel monitor. The screen displayed an open Microsoft Internet Explorer browser with URL address of http://home.bellsouth.net/. I observed no other active windows in the Start panel window and photographed screen. The power cord was removed from the back of the Dell CPU and I disconnected the cable modem to prevent remote access. At that time, the Dell CPU, marked with Serial Number 6WTVN21, was secured and turned over the evidence custodian for future forensic analysis via property receipt. I also located several media related items within Room B, which were recorded onto a property receipt and turned over the Evidence Custodians. I then responded to a Bedroom designated as Room F, where I observed a white in color CPU marked Premio. The Premio CPU was in a computer desk which held a white CRT monitor, both of which were powered on. The CRT monitor displayed a message from Norton Antivirus software, warning of an expired subscription. I observed no other active windows in the Start panel window and photographed screen. I removed the power cable from the back of the Premio CPU and shutdown all other media. The Premio CPU, marked with Serial Number 2000091078, was secured and turned over the evidence custodian for future forensic analysis via property receipt. I also located several media related items within Room F, which were recorded onto a property receipt and turned over the Evidence Custodians. This concluded my participation in the search of the residence. TEAK KAKA KKEKAKAKEKKEKEEAKEXKEA NA RRA TIVE Ho 2ZQ RRKKHHARKEREKEKKKEKKER EERE \ Reported By: RECAREY, JOSEPH 12721705 Entered By.: ALTOMARO, NICKIE A. 12/21/05 On December 20, 2005, I contacted ASA Daliah Weiss in an attempt to subpoena the Epstein former houseman, Alfredo Rodriguez. Rodriguez, who resides in Miami, had eluded the process servers previously and was not served the investigative subpoena. A telephone message was left as she is not available during the week of 12/19/2005. I made contact with State Attorney Inv Theresa Wyatt and requested the same via telephone message. I then researched the victim's @gj@cellular telephone subpoena data which had been received from a previous subpoena request. I analyzed the records which depict several calls from Haley Robson. The telephone calls start on February 6, 2005 at 12:49 pm.; the same day which the victim and the victim's father stated the incident occurred at Epstein s house. The first incoming call was from Robson's residence at 561 333-0180. The second incoming call from Robson's

ate 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 65 ime: 15:01:37 Incident Report Program: CMS301L ase No. .. . : 1-05-000368 (Continued) cellular phone 561-308-0282 occurred at 1:02 pm. The call durations were one minute or less. The time frame was within thirteen minutes apart. It should be noted that Robson s residence was in close proximity to the victim's, The next call occurred at 5:50 pm when the victim telephoned Robson s residence. Several calls were made after the above mentioned calls both incoming and outgoing to Robson. Further analysis showed no telephone calls to either Robson's cellular telephone or Robson's residence were registered prior to February 6, 2005. Additionally, I also conducted an analysis on the telephone calls from 305-710-5165. The subscriber information confirmed that the number is registered to Paul A Lavery from Hialeah, Florida. The address was crossed referenced to the Office of Kiraly and Riley Private Investigators. I researched the web page www.rileykiraly.com which also showed various cases in which they assisted. I also located another web site under www.coralspringssparklandrotary.org in which Mr. Riley attended a Miami Rotary meeting and confirmed Atty. Roy Black is among his clientele. The telephone calls revealed Lavery had telephone contact with and Qe GMM either just after I attempted to interview them, or just prior. A background was conducted on Lavery which revealed he holds a current Private Investigator License. A criminal arrest record revealed he had been previously arrested for possession of cocaine and solicitation of prostitution. I also researched the girls using www.myspace.com. This web site is a new social networking service that allows members to create unique personal profiles online in order to find and communicate with old and new friends. The site allows one to establish your own myspace.com page and decorate the page any way one wishes. I found the following people have myspace sites: Haley Robson, Gig amp, ene Gee SED eee. 4 ae eae, ea I received a Cingular Wireless packet which contained a CD which contained the results of the subpoena request for verbatim calls on An analysis will be conducted in the near future on the phone numbers called. Investigation Continues. KKK AK KAA KEAKAEKEKEAEKKEEEE NARRATIVE: HQ RAK RKAR ARH REE KK EER EKER REE Reported By: RECAREY, JOSEPH 12/27/05 Entered By.: ALTOMARO, NICKIE A. 12/29/05 Upon doing research on the message books recovered in the search warrant, I located the identity of SMM The telephone number Ces registered to She currently is seventeen years old and is attending the >

ate 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 66 ime: 15:01:37 Incident Report Program: CMS301L ase No. .. . : 1-05-000368 (Continued) responded to also known as the i> SEM located th 1 loca: cca, inside the foundation and informed her that I was investigating a case against Jeffrey Epstein and knew she had been at the house. GR started to cry and advised she had put that part of her life behind her. I explained that although she is seventeen years old I needed to inform her parents that she would be interviewed. She provided her home telephone number. I attempted contact and left voice mail messages at the house to speak with her parents. Det. Caristo and I then located Qj @Q@Mp at her residence located at i | ca 3. attempted to interview her about Jeffrey Epstein. She advised she is so in love with Jeff Epstein and would do anything for him. She further explained that she would not speak with us about him either negative or positive. She asked us to leave her property. I informed her that although she did not wish to speak with us, I had sufficient information at this point in the investigation to know she was at Epstein's house and provided girls to Epstein to work. I also explained that prior to our arrival at her residence I had telephone contact with her father, qui, who was told she would be interviewed. = ; ; currently seventeen years old and as a juvenile, parental notification would be required. We then left the area and returned to the police station. While at the police station, I left another telephone message for parents. I began an analysis of Sarah Kellen's Cellular telephone. The telephone number 917-855-3363 is assigned to Sarah Kellen and the financially responsible party is Jeffrey Epstein of 457 Madison Ave. in New York City, New York. The time frame which was subpoenaed was September 2005, through October 2005. There were eighty seven pages of calls made either to the cell phone or from the cell phone. The local (561) numbers were analyzed. A spread sheet was prepared and placed into the attachment file of who was called. The unknown numbers were researched using FoneFinder.com and subpoenas were requested to determine subscriber information. This was done to identify additional victims or witnesses. The analysis revealed that Kellen had called the victim/witnesses frequently when Epstein was in the Town of Palm Beach to "work." This confirms what the girls interviewed had previously stated. Kellen would notify them when Epstein was in town and their willingness to "work." The CD was placed into evidence. Investigation Continues. RAKKKAKKEKKEKEKKEAEKEKEKEKEK NA RRA TIVE Ho 30 BERR RARER RAR RARER RE RAK RERE Reported By: RECAREY, JOSEPH 1/03/06 Entered By.: ALTOMARO, NICKIE A. 1/03/06 On December 29, 2005, I received a facsimile from National Compliance

Jate: ime: ‘ase Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 24 of 45 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 67 15201437 Incident Report Program: CMS301L No. 1-05-000368 (Continued) Center from Cingular Wireless for telephone number 561-308-0282. This was the telephone number for Haley Robson during the time frame when the victim, was brought to the Epstein house to "work." An analysis of the phone records, of all incoming and outgoing calls, showed that on February 6, 2005, the day the victim, 4g was brought to the house, Robson first called Sarah Kellen, Epstein's assistant, at 917-855-3363at 12:50 pm (EST). The next call was made to Epstein's house in Palm Beach, at 12:52 pm (EST). The following call was made to the victim,@@at 1:01 pm (EST) and at 1:02 pm (EST). This confirms the information provided by the victim and victim's father. I photo copied the records and enlarged the page 8 of 10 to show the calls made by Robson on February 6, 2005. To this date, I have not heard fron@@ii Ga parents. I will attempt to establish contact with them during the evening hours. I received a package from Atty. Guy Fronstin, which was hand delivered at the police station. Within the package, was a letter from Alan Dershowitz, and two www.myspace.com profiles. The profiles were that of and MySpace.com is a social networking service that allows members to create unique personal profiles online in order to find and communicate with old and new friends. This package was in response to a previous meeting in which Mr. Dershowitz called to assist in the investigation in providing any additional witnesses such as house employees who have been reluctant to speak with law enforcement. sends and receives messages from friends which contain I reviewed the profiles Mr. Dershowitz enclosed. Q@MMMMMM who designed her blog to be ean: Still attends iii: eee some profanity. Upon reviewing her friends' comments section from Myspace, most of her good friends sent messages to establish contact and invite her to go out. I then reviewed @i7ipp GEM web blog which was provided by Mr. Dershowitz. Ms.@§M™™llMdesigned her blog to be memati: Her blog states that her interests include music, theater and weed (Marijuana) . I reviewed her packet in which @i—declares her love for her live-in boyfriend. She also describes using marijuana with her boyfriend iii The letter Mr. Dershowitz sent advised he was looking into the allegation that one of the private investigators used by the private attorneys of Epstein, attempted to impersonate or state that they were police officers from Palm Beach. Mr. Dershowitz advised that the investigators used to interviewquaie@@M— had "quite a distinct speech impediment", did not claim to be nor did they impersonate themselves as a police officer. This package was sent to both ASA Lana Belohlavic and ASA Daliah Weiss at the State Attorney's Office. I made telephone contact with ASA Weiss to confirm she received the package and request an interview with Sarah Kellen, Nada Marcinkova, and Janusz Banasiak. She advised she would assist in attempting to

fate: ‘ime: ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 68 L5:01s37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) contact Mr, Dershowitz. On January 3,' 2006, I received a telephone call from ASA Weiss who informed me that she made telephone contact with Mr? Dershowitz. She had requested the employees be available the week of January 3, 2006. Mr. Dershowitz informed her that the assistants are out of the country and would require additional time to locate them and make them available. ‘ mn Investigation Continues. KKK KKK KEKKKEAKEKKKKEAEKKEEKE NARRATIVE FE ZL RAK KR KE KERR RKEAEKKK EK EK y Reported By: MINOT, LORI S. 1/03/06 Entered By.: ALTOMARO, NICKIE A. 1/03/06 On Thursday, 03/31/05, I started conducting surveillance at 358 El Brillo. At this point I observed at 1155 hours, a Tan Altima bearing FL tag A303AN in Roadway, Black SL bearing FL tag VS55RFW in drive, Tan Honda Civic bearing FL tag X98APM in Roadway, Black Chevy Suburban in driveway and a Black Caddy Escalade in driveway. At 1325 Hours I observed Tan Honda Civic X98APM in roadway, Black Chevy Suburban in driveway, Black Caddy Escalade in drive and a White Kia car bearing FL tag D651BQ. At 1615 hours I observed a Tan Honda Civic, X98APM in roadway, Black Chevy Suburban in drive, Black Caddy Escalade in driveway and a White Kia car D651BQ in roadway. On Friday, 04/01/05, I continued surveillance at 358 El Brillo. At 1130 hours I observed a Tan Honda Civic bearing FL tag X98APM in roadway, Black Caddy Escalade in driveway and a Tan unknown make/model bearing FL tag A303AN in roadway. At 1227 hours, I observed a Tan Honda Civic X98APM in roadway, Black Caddy Escalade in driveway and a Black Chevy SUV located behind the Escalade. At 1345 hours, I observed a Tan Honda Civic X98APM in roadway and a Black Chevy SUV in driveway. At 1558 hours, I observed a Tan Honda Civic X98APM in roadway, Black Chevy SUV in driveway, Black Caddy Escalade in driveway and a dark unknown model/make car parked in garage. On Saturday, 04/02/05, I continued surveillance at 358 Fl Brillo. At 0713 hours, I observed a Red Explorer bearing FL tag J98JEI in roadway and a Black Caddy Escalade in driveway. At 0814 hours, I observed a Red Explorer J98JEI in roadway, Black Caddy Escalade in driveway and a Tan Honda Civic X98APM. At 0952 hours, I observed a Red Explorer J98JEI in roadway, Black Caddy Escalade in driveway, Tan Honda Civic X98APM in roadway and also a Grey unknown make/model with a B.M in trunk retrieving landscaping tools. At 1155 hours, I observed a Grey Camaro bearing FL tag QR parking in the roadway in front of 358 El Brillo. A W/F, blond hair, teens to early 20's, thin and tall wearing a white tank top and short blue jean shorts, exited the vehicle and walked to the rear of the house. I also observed a Red Explorer J98JEI in roadway, Tan Honda Civic X98APM in roadway and a Black Caddy Escalade in driveway. At 1310 hours, I

Time: ~ase Lk ke \ Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 26 of 45 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 69 1501227 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) observed a Red Explorer W/F driver leaving the area, Tan subcompact on roadway and a Red Neon bearing FL tag au Then observed 3 W/Fs, approximately 16 to 18 years of age jogging. All 3 females ran into the driveway. There were 2 with blond hair and one brown hair. On Sunday, 04/03/05, I continued surveillance at 358 El Brillo. At 0719 hours I observed a Tan Honda Civic X98APM in roadway and a Black Caddy Escalade, At 0934 hours, I observed a Tan Honda Civic X98APM in roadway and a Black Caddy Escalade in driveway. At 1057 hours I observed only the Tan Honda Civic X98APM. On Tuesday, 04/05/05, I continued surveillance at 358 Fl Brillo. At 1052 hours, I observed a Red Explorer J98JEI in roadway, a Green Explorer, bearing FL tag F91KAK in roadway, a Grey Altima bearing FL tag A303AN in roadway, White Ford Truck H58LRA in roadway, Black Mercedes in driveway being washed by a B/M and an unknown dark car parked in the garage. At 1059 hours a Blue Chevy Suburban drove to the house of 358 El Brillo and parked in the driveway. At 1119 hours, I observed the White Fort Truck H58LRA leave the area and the drive was the pool man. At 1126 hours, I observed a Grey unknown make/model car park in roadway. W/M got out of the car and walked to a house on the south side of El Brillo. At 1406 hours, I observed a Red Explorer parked on roadway and a large white box truck parked behind the surveillance suburban. REKKKKKKKKAARAKERAKEEE NARRATIVE fH SQ RHEKAKK EKER ERE KAR KAKRHERERK AEH Reported By: BATES, MICHAEL J. 1/03/06 Entered By.: ALTOMARO, NICKIE A. 1/03/06 On 03/31/05, at approximately 1500 hours while conducting surveillance at 358 El Brillo, I observed a Black Cadillac Escalade, unknown tag, a Black Chevrolet Suburban, unknown tag, a Black Mercedes S600 FL tag US0BQL parked in the east driveway next to the 3-car garage. There was a Tan Honda Civic FL tag X98APM parked on the street in front of the residence. At approximately 1700 hours, I observed the Black Suburban, Black Escalade, Black Mercedes and Tan Honda Civic parked in the same place. At 1750 hours, there was no change in vehicles. At 1840 hours, I observed the Black Escalade, Black Suburban and Black Mercedes along with a Silver Hyundai Accent FL tag A136AN all parked in the east driveway and a Red Ford Explorer FL tag J98JEI parked on the street in front of the residence. At 2000 hours, I observed the Black Escalade, Black Suburban parked in the ease driveway and the Red Explorer and Tan Civic parked on the street. On Friday, 04/01/05 at approximately 1700 hours, I observed the Black

ime: ase Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 27 of 45 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 70 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Cont inued) Escalade and Black Suburban parked in the east driveway and the Tan Honda Civic parked on the street in front of the residence. At 1820 hours, I observed the Suburban and Civic in the same place and a Gold Chevrolet Camaro FL tag SM parked on the street in front of the residence. At 2250 there was no change. At 2330, I observed the Black Escalade parked in the driveway and the Red Explorer parked on the street in front of the residence. On Saturday, 04/02/05 at approximately 1700 hours, I observed a Black Escalade, unknown tag, parked in the driveway and a Tan Honda Civic FL tag X98AMP parked in the street in front of the residence. At 1805 hours the Escalade and Civic were in the same position and the Black Mercedes FL tag U90BQL was also parked in the east driveway. At 1920 hours the Escalade and Civic were the only vehicles and both were in the same position. At 2030 hours and 2145 hours there were no vehicles observed. At 2115 hours, I observed a Black Mercedes, 4-door parked in the east driveway FL tag Gl4CT. At 2300 hours, 2350 hours and 0045 hours, the Black Mercedes was the only vehicle observed. KAKKKKEKKKEKKKEEKEKKEAEKEKEKEK NARRATIVE HZ QZ RARER RRR RRR KERR EEE Reported By: RECAREY, JOSEPH 1/05/06 Entered By.: ALTOMARO, NICKIE A. 1/05/06 I made contact with Mr. (qq GU 6father of QE GREE who was told that I wished to interview his daughter. Mr. stated he was aware and had spoken with his daughter about the incident. He stated that his daughter had previously told him that she was hired to model lingerie at a Palm Beach mansion. Mr. stated he knew nothing else about what she did when she went to “work. " Mi | ED 2cv' sed he would cooperate with the investigation and make his daughter available for interviews. I asked if she was available for an interview, @IBMMBstated she was not at home at the moment. I informed him I would make contact with her at a later time. Mr. GUE oxpressed his interest in the resolution in this matter as he stated this information has affected his daughter emotionally. On January 4, 2005, I acquired the subpoenas from the State Attorney's Office for Cingular Wireless, Metro PCS, Verizon, Bell South Telecommunications and Sprint for the unknown telephone numbers from Sarah Kellen's cellular telephone. The subpoenas were sent to the respective telephone carriers for subscriber information. I received a telephone call from State Attorney's Office, who informed me that the former houseman for Jeffrey Epstein, Alfredo Rodriguez, was present at the State Attorney's Office for an interview. Rodriguez was issued an investigative subpoena for an interview on the on-goings at Epstein's house during his employ. I responded to the State Attorney's Office and encountered Mr. Rodriguez waiting in the lobby. I brought Mr. Rodriguez to the interview room.

Time: -ase Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 28 of 45 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 71 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) During a sworn taped statement, Mr. Rodriguez stated he was employed by Jeffrey Epstein for approximately six months. He was referred by associates and his employment lasted the months of November 2004 through May 2005. His responsibilities as house manager included being the butler, chauffer, chef, houseman, run errands for Mr. Epstein and provide for Epstein's guests. Rodriguez advised he had very limited contact with Mr. Epstein. If Rodriguez needed to relay a message to Mr. Epstein, he would have to notify Epstein's secretary "Leslie" in New York City, who would then notify Epstein's personal assistant, Sarah, who would relay the message to Epstein. Rodriguez stated Epstein did not want to see or hear the staff when he was in residence. I asked Rodriguez if Epstein received many guests during his stay in Palm Beach. Rodriguez advised he had many guests. I asked specifically about masseuses coming to the house. Rodriguez stated he would have two massages a day. Epstein would have one massage in the morning and one massage in the afternoon everyday he was in residence. Rodriguez stated he would be informed to expect someone and make them comfortable until either Sarah or Epstein would meet with them. Rodriguez stated once the masseuses would arrive, he would allow them entry into the kitchen area and offer them something to drink or eat. They would then be encountered by either Sarah or Epstein. They would be taken upstairs to provide the massage. I asked Rodriguez if any of the masseuses appeared young in age. He advised he didn't ask their ages but felt they were very young. Rodriguez stated they ate like his own daughter who is in high school. Rodriguez stated they would eat tons of cereal and drink milk all the time. Rodriguez stated the girls that would come appeared to be too young to be masseuses. He stated one time under Epstein's direction, he delivered a dozen roses {Ci <., one of the girls that came to provide a massage. He knew the girls were still in high school and were of high school age. I asked Rodriguez about the massages, He felt there was a lot more going on than just massages. He would clean Mr. Epstein's bedroom after the alleged massages and would discover massager/vibrators and sex toys scattered on the floor. He also said he would wipe down the vibrators and sex toys and put them away in an armoire. He described the armoire as a small wood armoire which was on the wall close to Epstein's bed. Epstein ordered Rodriguez to go to the Dollar rent a car and rent a car for the same girl he brought the roses to, so that she could drive her self to Epstein's house without incident. Rodriguez said the girl always needed rides to and from the house. Rodriguez referred himself as a "human ATM machine" and was ordered by Epstein to maintain a minimum balance of $2,000 dollars on him at all times. When a girl would come by the house and Mr. Epstein was either not in residence or was not at home at the time, Rodriguez was to provide the girl (masseuse) several hundred dollars for their time and to notify Epstein the amount they were given. Epstein also ordered Rodriguez to

‘ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 72 15sO0Le37 Incident Report Program: CMS301L No. . . . + 1-05-000368 (Continued) purchase several gifts and provide them as tips to the girls. I asked what kind of gifts. Rodriguez stated he purchased IPODS, jewelry, anything the girls would want. Rodriguez stated the amount of girls that came to the house was approximately fifteen. Each of the girls knew each other and all seemed to know at (___---ii , who Mr. Epstein was. When asked to identify these girls, Rodriguez stated he could not at the moment but knew he wrote their names down on a journal he kept during his employ with Mr. Epstein. He kept a journal in the event he needed to explain either to Mr. Epstein or his assistants what was done at the house or who visited the house as he stated he was in-charge of Mr. Epstein's personal security while in Palm Beach. I informed him I would need to view this journal to which he stated he would research the book and contact me to provide the book. The interview was concluded and left the area. I returned back to the police station where the micro cassette was placed into evidence. At approximately 7:20 pm, I was notified Rodriguez located the journal and would call me on January 5, 2005 to provide the journal. Investigation Continuesaa CHAK KKKEKAREKKAEEKKEEEEKEEE NARRATIVE HQ RR KK RAK KERR EK KR RAR RKKKA KER EK 4 Reported By: RECAREY, JOSEPH 1/09/06 Entered By.: ALTOMARO, NICKIE A. 1/10/06 On January 5, 2006, I attempted to meet with Alfredo Rodriguez to recover the folder or journal in which he kept the notes that were given to him during his employ with Mr. Jeffrey Epstein. He kept this folder to justify what he did during his employ should the need arise to justify what occurred with the monies he had to keep or any questions as to the petty cash he withdrew from the household account from the bank. At approximately 10:00 pm, I attempted contact with Mr. Rodriguez and discovered he was assisting his wife at her place of employment and would not be able to meet with me. Mr. Rodriguez stated he would meet with me on January 6, 2006, in Broward County, in the morning hours. On January 6, 2006, at approximately 9:00 am, I received a telephone call from Mr. Rodriguez who advised he had the file in hand and would be traveling northbound to meet with me in Broward County. At 10:50 am, I met with Alfredo Rodriguez at the parking lot of Bank of America in Boca Raton on Yamato Road and Military Trail (known as the Polo Center). Rodriguez produced a green folder which contained documents, a note with Mr. Epstein's stationary with direction to deliver a bucket of roses to after high school drama performance. Also in that same note was direction to rent a car for Qi and direction to extend the rental contract. I returned to the Palm Beach Police Station and placed the folder into evidence. I received a fax from Verizon from the subpoena request sent on

ime: Ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 73 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) 01-04-06, for telephone number 561-302-1844. The phone number is registered to Dr Perry Bard, from West Palm Beach. Dr. Bard is a chiropractor and has an office.located 4275 Okeechobee Blvd in West Palm Beach. The cellular number is Dr Bard's personal cellular number . On January 9, 2006, Det. Caristo and I traveled to 622 Holly Drive in Palm Beach Gardens in an attempt to locate Johanna Sjoberg, who had been previously seen on the property and identified through her Florida Drivers License and Florida license Plate. A business card was left for her to return my call. We then traveled to the om 2" located Ci ii WM agreed to speak wi us and in a private room within the school provided us a taped statement. During the statement, dvised that when she was fifteen or sixteen years of age, she was taken to Jeffrey Epstein's house by her associate, stated this occurred late May 2004 or early June 2004. She was told she could model lingerie for money for a wealthy Palm Beacher. She remembered they traveled by yellow cab from their residence in West Palm Beach to Epstein's house. She remembered encountering Epstein at the front door during the evening hours. He introduced himself and brought them into the kitchen so that the chef could prepare something for them to eat. After having a meal, QU and Epstein brought QQ upstairs to a master bedroom which had a large bathroom. She observed a large style shower, sauna and there was a large massage bed also in the bathroom. Epstein entered a room within the bathroom and came out wearing only a towel. said they would provide a massage on his feet. QM asked why they are doing this. told her this was part of the routine and told her to rub his legs and calves. Epstein had told Wg to get comfortable. continued rubbing Epstein's calves and feet. At Epstein's direction, QM then left the room leaving there by herself. Epstein tol dq to get comfortable. removed her blouse and pants and stayed in her panties. Q@qMMMMstated she was not wearing a bra. She believed she was wearing thong panties. Epstein turned over onto his back and began touching her. Epstein touched her breasts and began touching her in her vagina area, Epstein instructed her to rub his chest and rub his nipples. stated the touching consisted over the panties on the first time; he stroked her vagina but stayed on top of the panties. During the first massage, she stated Epstein was stroking her and began masturbating himself at the same time. He put his hands under the towel and appeared as to masturbate himself however she never saw his penis. She continued rubbing his chest until he grabbed her and pulled her closer to him. He appeared to have climaxed because after he pulled her closer to him the massage was over. Epstein had told her that there was two hundred dollars for her on the dresser. He told her that she could not tell anyone what happened at the house or bad things could happen. Gi stated she went to Epstein's house three

‘ime: ase 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 74 15:01:37 Incident Report Program: CMS301L No. .. . : 1-05-000368 (Continued) or four times total. GMMR was very scared and felt very nervous. She knew because of Epstein's money he was powerful. After the massage, Epstein ordered his houseman at the time to drive the girls home. The employee was to drop off the girls at their house and watch them go inside their house. Quai could not remember who the houseman was. She stated Epstein and his assistant Sarah would call her at her father's house to arrange for her to come and "work." She advised each time she returned to the house, Epstein would do the same thing. Q@qgpstated it was a routine with Epstein. She would rub his feet and calves. He would then turn over and begin to touch her on her vagina area. The only difference was that it was done without panties. Epstein's fingers would stroke her vagina area as he would masturbate and finally climax and the massage would be over. She was paid $200.00 each time she went. Each time she went she was reminded not to speak of what happened at the house and that she would be contacted again. She began to purposely miss the calls when either Sarah or Epstein would call her. She once brought a friend, unknown last name, to work for Epstein. She was paid $200.00 for bringin stated she no longer retuned to work for Epstein. She also stated that she wanted to notify the police of what happened at the house. stated she was scared of what could have happened to her or her mily if she notified authorities. On January 10, 2006, I received the results from the subpoena from BellSouth Telecommunications for telephone number The number is assigned to Mr. GQ? Gimp, GHD GREED fathe: in Gm a I also received the results from Western Union which confirmed the money order sent to @77Dpamm® from Jeffrey Epstein in New York City. The "wire" was sent by Jeffrey Epstein of 457 Madison Ave in New York City on December 23, 2004 at 12:05 pm. The amount of $222.00 was charged to Epstein's credit card so that could receive $200.00 in The twenty-two dollars was for processing and local fees to send the money via Western Union. A copy of the check presented to was also attached to the receipt of the wire. This confirmed what advised she received as a Christmas bonus from Epstein. Investigation continues. KEKE AEKEHKEKEKKKKEKKEEKER NARRATIVE: HB RRR KR E KARE RK KERR KK KICK Reported By: RECAREY, JOSEPH 1/10/06 Entered By.: ALTOMARO, NICKIE A. 1/10/06 I received and reviewed the Cingular Wireless results from the subpoena requests for subscriber information for telephone numbers 561-818-8361, 561-389-6874 and 561-309-0079. The first number, 561-818-8361, is assigned to Janusz Banasiak in care of Jeffrey Epstein of 457 Madison Ave in New York City. Banasiak is the current houseman/house manager for 358 El Brillo Way in Palm Beach, Fl 33480. The second number, 561-389-6874, is assigned to Christina Venero of

late 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 75 ‘ime: 15:01:37 Incident Report Program: CMS301L ase No. 1-05-000368 (Continued) a 1685 61st Drive in West Palm Beach. Research conducted on Venero revealed she is a licensed Massage therapist with a Florida conditional/active license number MA39723. Venero had been previously arrested for battery / unwanted touching and DUI. Requests for copies of the reports involving the arrests were requested from the Palm Beach County Sheriff's Office. The last number 561-309-0079 is assigned to Thomas Rofrano of 9850 Alt A1lA in Palm Beach Gardens. Research on Mr. Rofrano, revealed that he is a Florida Chiropractic Physician. Vehicles that were previously documented on the property while surveillance was being conducted were researched. I determined a tan Chevrolet Camaro, bearing Florida license was seen on the property in which a young white female was seen entering the Epstein property. Research was conducted which revealed that the vehicle is registered to Of Ci. Mr. Gimp has two daughters, QU is currently residing in is residing with her father in’ Connecticut and Research on@p mmm. evealed she was recently involved A request to in er etic stop in Lake Clarke Shores in May 19, 2005. KKAEKAKKEKEKKAAKKAEAAEHEEEEE NARRATIVE discover any information from the stop was requested. I spoke with ASA Daliah Weiss who informed me that Janusz Banasiak will be available for an interview tomorrow at the State Attorney's Office in West Palm Beach at 1:30 pm. I informed her that I would be at her office for the interview. # 36 RAKKKKKEKEKEKKEKKKKKKARKK AEE Reported By: RECAREY, JOSEPH 1/23/06 Entered By.: ALTOMARO, NICKIE A. 1/23/06 On January 19, 2006, Det. Caristo and I met with Johanna Sjoberg at 622 Holly Drive in Palm Beach Gardens. Sjoberg was identified as a licensed massage therapist who had previously been seen on Epstein's property when physical surveillance was done. Sjoberg was told of the on going investigation and I felt she may have information pertaining to the case. During a sworn taped statement, Sjoberg stated she met Epstein three years ago when Ghaline Maxwell approached her while she was attending Palm Beach Atlantic College to work around Epstein's house. Maxwell had told her that they needed some girls to work at the house to answer phones and run errands. Sjoberg accepted the job and began working at Epstein's house on El Brillo in Palm Beach. Sjoberg stated it was a part time job during the time she went to Palm Beach Atlantic College. She continued going to Epstein's house and would be notified when Epstein would travel to Palm Beach. Sjoberg advised she would be notified by Maxwell, Epstein or Sarah, his assistant, when he would travel to Palm Beach. Sjoberg stated she began providing massages to Epstein before she became a massage therapist. She continued giving massages not only to Epstein but to Nadia Marcinkova, and Sarah, his assistant. Sjoberg was asked about what occurred during the massages. Sjoberg stated as she was twenty

ise he ee mo Case 1:15-cev-07433-LAP- -Decument55-2- Filed-03/44/16- Page-33 of 45 ~-----~-~~7/19/06 PALM BEACH POLICE DEPARTMENT Page: 76 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) three years old when she met Epstein, anything that happened was between two consenting adults. I explained to her that she was not in any trouble however as part of this investigation, I needed to ask certain questions. Sjoberg stated that there were times that Epstein would ask her to perform during the massage. He would instruct her to rub his nipples as he masturbated himself. Sjoberg stated she felt "grossed" about the behavior but as she was getting paid, she just continued. Sjoberg also advised she would on occasion perform the massages naked. Epstein would on occasion, utilize the vibrator/massager on her vagina area when she performed the massages. Sjoberg explained that Epstein never exposed himself to her as he maintained himself covered under the towel he would be wearing. When Epstein would masturbate he would be covered. I asked if Sjoberg ever received any gifts, or any gratuities from Epstein. Sjoberg advised aside from being paid well, she advised Epstein took care of her tuition from Palm Beach Atlantic College. She received a rental car for a week when her scooter broke down. Additionally she received other gifts from Epstein. Epstein also recommended her to another client who resides at Breakers Row in Palm Beach. The client she was referred to was "Glenn" unknown last name, and his wife, who she provided a massages to. The statement was concluded and placed into evidence upon our return to the Palm Beach Police Department. While at the police station, I researched Florida tag @@MM—Bewhich was also previously seen on the property when there was physical surveillance being done at the property. The vehicle is registered to Gl of GEG GERM Researching Mr. SMMMMB and the vehicle revealed that his daughter, que GENS bad been driving the vehicle and was cited for unlawful speed in Lake Clark Shores. The vehicle is a tan, Chevrolet Camaro, 2-door. I researched , date of birth, QQ, resides at [ie aie, in ean QGP has a my space page called www.myspace.com iii! In her web page, shows various photos of Gl photographed at a beach. An interview is forthcoming. A review of the video disks which was extracted at the Palm Beach County Sheriff's Office Computer Crime Unit revealed that only one hidden camera was functional at the time. Several images of Epstein working at his office were seen. Additional footage of Sarah Kellen and Nadia Marcinkova was seen. There was other footage of females seen. The identity of the females is unknown at this time, until such time as I meet with certain females to show the video footage to confirm if, in fact, it is them on the video. At this time it appears that ii? 4D and Haley Robson are seen sitting with Epstein beside his desk in the evening hours. Due to poor lighting, a direct confirmation cannot be made at this time. Inv. Continues.

ate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 77 ‘ume: 15:01:37 Incident Report Program: CMS301L ‘ase No. 1-05-000368 (Continued) KREKKKEKAKKEKEKRKKKEKKRKKKKKKKKEKEE ND R R A T T VB # ZT RRKAKEKEKKKEEKRKEKKEKRKEKKKRKEK A Reported By: RECAREY, JOSEPH 1/30/06 Entered By.: ALTOMARO, NICKIE A. 1/30/06 On January 25, 2006, Det Caristo and I, responded to Qaim ip i Pw and met with stated last year, when she was seventeen years of age, she met Jeffrey Epstein through her former room mate QM was allegedly dating Epstein at the time. @@MMi and QM had once cohabitated together when they modeled. #@MR explaincq@@ called her on her telephone and advised her that she was in Palm Beach and requested to see her. (mf made arrangements to meet with her at Epstein's house. arrived and met Epstein and@gggmm. @SMM and @@BMBwent to the Palm Beach Mall together and went shopping. @@MM® advised that G@RMMMM and she had received money from Epstein to go to the mall. They visited Victoria's Secret and purchased undergarments from the store utilizing monies given by Epstein. @Q@3MMMB advised she purchased one item and @@M—MM purchase various items. The money used to purchase the items was the money given by Epstein. ee 2nd Gimew continued shopping and having a day together. stated Qi explained how she and Epstein have been dating each other and he has been paying all of her bills. QGP claimed GW advised they met in New York and had been dating ever since. They later returned to Epstein's home and encountered Epstein. He had a brief conversation with@@gggge about her modeling career. He knew of her modeling career from @igmm He requested to see her modeling ortfolio and explained that he could help her with modeling jobs. a, had her book with her to show @@MRBMMB and showed the book to Epstein. He commented negatively about her photographs and portfolio. Gig felt uncomfortable with the comments made as she had been working with other professional modeling companies who had offered her work from her photographs. Epstein requested to see what was purchased at the mall. took out the undergarments which were purchased. She immediately showed Epstein different sets purchased. Epstein then requested to view what QM purchased. Gp was reluctant to show*the outfit however since it was Epstein's money that purchased the item, she pulled it out of the bag. Epstein asked her to try it on. QR looked at QM who told her "yeah, try it on." Feeling compelled to try the undergarment outfit on; she went to another room and put on the bra and panty set. She walked out to the living room where they were sitting, and modeled the suit. She then went back into the other room and changed back into her clothes. @@Mii xeturned into the room and told @@MM—M® she would be going home. QM scheduled another day for GMB to return for massages with her. QM stated within that same week, she returned to meet with —_p and have a massage. “@ had told her that she would be unable to stay with her as she would be going on a bike ride with Epstein. @ummmm explained she could stay at the house and take advantage of the massage.

late: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 78 ‘ime: 15:01:37 Incident Report Program: CMS301L ase No. 1-05-000368 (Continued) QQ stated she met with an unknown massage therapist and had the table already set up in a guest room. Qj removed her clothing, leaving her panties on, and wrapped herself with a towel for the massage. QM remembered that the door to the guest room was closed but not locked. As the therapist was working her back, the door was opened by Epstein and entered into the room. @iji/ was trying to conceal herself as Epstein was talking to her about his chiropractic session. Epstein told @jmmm turn over onto her back. Quam eventually turned over exposing her breasts to Epstein as he applied pressure on her shoulder and her waist. QM stated Epstein "popped" her back. QM removed her self from the table, got dressed and left the house. @@Ml® further stated QQ had attempted to call her on several occasions to invite her back to Epstein's house to which Gai replied "I'm busy." @@MMM® advised she has not had contact with either eum Gamo: Jeffrey Epstein. It should be noted that her mother, was present during the interview. The interview was concluded and we thanked them her for their time. RRA AEA RAK AKKAKKAEHEAEKEKEEEK NARRATIVE Ho SQ RRR KAKKRRAKRRE KKK AKEE KER \ Reported By: RECAREY, JOSEPH 1/31/06 Entered By.: ALTOMARO, NICKIE A. 1/31/06 On January 27, 2006, I made telephone contact with Christina Venero, at 772-878-7280. Venero is a licensed massage therapist who had frequented the home of Jeffrey Epstein. Ms. Venero has been unable to meet with me in Palm Beach County, and because she lives and works in Port St Lucie, a telephone interview was conducted. I explained to Ms. Venero that there was an on going investigation involving Jeffrey Epstein. Venero stated she knows Epstein and has been employed by him for approximately three years. Epstein has paid Venero to perform Swedish Massages (Deep Tissue) on him and other guests. Venero explained that approximately three year ago she met Ghislaine Maxwell and Jeffrey Epstein through a mutual friend. Epstein and Maxwell were looking for a massage therapist. Venero stated since that time, she is notified when Epstein is coming to Palm Beach. Venero stated she comes to his house and provides the massage or massages. Venero explained she has also massaged his guests and assistants. Venero continued that she is paid $100.00 and hour for the massage. I asked Venero if anything occurred during the massage that would have made her feel uncomfortable. enero stated she only provided massages and that was it. She never was approached for anything else. I asked if Epstein ever asked her to rub his chest she stated she would not rub his chest as that is not part of her massage. Venero explained that she was not Epstein's type. The girls she would see at Epstein's house were very thin, beautiful and without tattoos. Venero explained She has several tattoos that are visible. Maxwell and Epstein have commented negatively about her tattoos previously when she has provided massages.

Ase Case 1:15-cv-07433-LAP. _Document55-2_ Filed03/14/16_ Page 36.of 45. -._-___.__ 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 79 15:01:37 Incident Report Program: CMS301L No. . . . : 1+05-000368 (Continued) Venero stated she only provided massages for Epstein and his associates and nothing happened during those massages. Venero stated as she does Swedish style massages, the patient is usually sore after the massages. I thanked her for her assistance and the interview was concluded at this time. I received a facsimile from T-Mobile Cellular service on telephone number 561-317-5844, which is assigned to David Rodgers, pilot for Mr. Epstein, who resides in Lake Worth. Rodgers’ telephone number was dialed on several occasions by Sarah Kellen. A background on Rodgers indicated he has a valid FAA pilot license First Class for the Southern FAA Region. Rodgers has another historical FAA license for Airline Transport Pilot. Investigation Continues, KEKKKKKKAKKKEKAKEKKEEKEEKEKEKEK NDRRAT IVE Ho BQ REKKEKKK KR K KKK EKER RR KKK Reported By: RECAREY, JOSEPH 2/14/06 Entered By.: ALTOMARO, NICKIE A. 2/16/06 On Friday, February 3, 2006, I had made arrangements to meet with Joanna Harrison at the Palm Beach Police Station. At approximately 1:00pm, Harrison and her friend, Victoria Bean arrived at the police station. During an interview with Harrison, she stated she met Epstein when she turned eighteen years old and was brought to Epstein's house to provide a massage. She advised this occurred on May of 2005. She advised Haley Robson had informed her if she wanted to provide a massage for $200.00. Harrison agreed and was brought to Epstein's house to provide a massage. Harrison stated she had been to the house on many occasions during the massage sessions. Harrison also stated she would remove her clothing to provide the massage on Epstein. Harrison advised Epstein would pay her $300.00 to rub his back, legs and chest. During the massages, Epstein would masturbate himself as she rubbed his chest. I asked her if Epstein ever touched her breasts during the massages. Harrison replied. "Yes." I asked her if Epstein ever touched or massaged her vagina. Harrison stated he had on several occasions. I asked her if he ever penetrated her with either his penis or any other objects. Harrison stated that during a massage he inserted his fingers in her vagina as she massaged him. She stated this occurred one time only. Harrison stated the massage would be over when Epstein would climax onto a towel. I asked Harrison if she had any formal massage training to which she replied that she did not. Harrison was then asked if she ever brought anyone to the house to "work." Harrison stated she brought two people to the house. She advised she received money for bringing people to the house to "work." Harrison stated she brought a girl named and her friend Tory Bean. Bean was still waiting for Harrison in the lobby of the police station. I thanked Harrison for her time and her cooperation and escorted her to the lobby. I asked Ms Bean if I could speak with her about this investigation. I

ime: ase me cee me one et a a ae ee ee ee ee me On tin th te eh tet Mew meee mee ome me wm am me ht 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 80 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) brought her to the interview room and explained to her that I was conducting an investigation on Jeffrey Epstein and felt she may have information pertaining to the investigation. Ms Bean identified herself as Victoria Bean and resides in Wellington, Florida. She advised approximately a year ago she was brought to Epstein's house to provide a massage for money. Bean stated she needed to make money and felt it was a quick way to make some money. Bean stated she was to the house by Harrison and was introduced to Epstein and his brought assistant. She was brought to his main bathroom and provided a massage. I asked her if she provided the massage naked. Bean stated she did. She rubbed Epstein's legs, back and chest. I asked Bean if Epstein touched her during the massage. She advised he did not, however he did masturbate himself as she rubbed his chest. Once he climaxed the massage was over. She was paid her money and left the area. Bean advised it occurred one time and she never returned to Epstein's house. The interview was concluded and Bean was escorted to the lobby. I located a telephone number for iii Gland attempted to contact her on several occasions. I called nd spoke with Ms, Qi who advised she would speak with me in’ where she resides. Due to a scheduling conflict, we were unable to meet. I informed her I would contact her to schedule another appointment to speak with her about this investigation. I have attempted to meet with her and make telephone contact with negative results. On February 13, 2006, I met with David Rodgers at 7318 Heathley Drive in Lake Worth. Rodgers was identified as Epstein's pilot. I spoke with Rodgers who advised he has been employed with Epstein since 1991. He flies both planes for Epstein depending where he wants to fly to. Rodgers was asked about passengers in the plane he flies. Rodgers stated unless Epstein flew to his island off of St Thomas, there would be no way of knowing who the passengers were. I mentioned a recent flight to Ohio, where Rodgers flew to Ohio to pick up iii Gita, Rodgers stated he recalled flying on several occasions and did remember @@Mi—i™ Rodgers stated once he is in the cockpit, he does not know who the passengers are. When he prepares the passenger manifests, he lists Epstein and his assistants he knows by name, Sarah and Adrianna. Rodgers stated he would list either female or male passengers on the manifests only to keep a count on the passengers. Mrs. Rodgers came into the living room and recommended that her husband consult with an attorney. Mr. Rodgers agreed he would speak with the family attorney to inform him of this questioning. TI explained to Mr. Rodgers that he was not the suspect in this investigation and ceased all questions. Based on the fact Rodgers could not advise who passengers were in the plane, I then left the area. Cp -: > Gap ame: I attempted to locate qaiiiyp nd I left my business card for her to return my call. On February 14, 2006, at 12:06 pm, I received a call back from Ms.

ate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 81 ime: 15°01:37 Incident Report Program: CMS301L ase No. . . . : 1-05-000368 (Continued) on my voice mail. Ms @if@™m left her telephone number for a return call 561-662-3098. I left her a message to return call. Investigation Continues.. KARR EKER AKA KEKAEAEEEAKEEK NARRATIVE: FAQ RE KRE KARR EHR KK AKIKHREEK RAK Reported By: RECAREY, JOSEPH 2/21/06 Entered By.: ALTOMARO, NICKIE A. 2/22/06 On February 15, 2006, I made telephone contact with i> Gg who provided directions to where I could locate her. Det Caristo and T responded to 806 Old Dixie Hwy in Lake Park to meet with “ame Upon my arrival, I met with @MMM in the parking lot directly behind MAACO Auto Painting. She was advised I was there to speak with her about an ongoing investigation that concerned Jeffrey Epstein in Palm Beach. @M§MMMMB stated she knows Epstein very well and did not want to speak with me about Mr. Epstein. She was very fond of Epstein and did not want to speak with me about anything concerning Jeffrey Epstein. I explained to her that she was seen at the house and I would like to speak with her. She stated she knew there was an investigation and that I had spoken with other people and therefore I should know what happened at Epstein's house. gg ended the conversation and walked back into her boyfriends business, Blanton Automotive. Det Caristo and I left the area and returned to the police station. Investigation continues. RREKKKAKKRKKKKKARKKKKAHEAA ND RRA TIVE HAL BAKKER KKK ERE KAKEKRER KEE Reported By: RECAREY, JOSEPH 4/10/06 Entered By.: ALTOMARO, NICKIE A. 4/10/06 A Grand Jury Session was requested during the month of February 2006, in which all the girls that had been interviewed would have been called to testify before the Grand Jury to seek an indictment against Jeffrey Epstein. Due to subsequent meetings with the State Attorney's Office and Defense Attorney Alan Dershowitz the Grand Jury was postponed until a later time. Dershowitz had provided a package of material on the main victims in this case in which they appear on myspace.com and speak about alcohol use and some marijuana use. The State Attorney's Office wanted time to review the material. I requested additional subpoenas from the State Attorney's Office in which I requested information from Dollar Rent a Car and Jet Aviation. The information requested from Dollar Rent a Car was for the rented vehicle by Alfredo Rodriguez while under the employ of Epstein for one of the victims. The other subpoena requested was for Jet Aviation for dates and times when Epstein's planes were in Palm Beach County. I continued to research other names that were acquired either from interviews or intelligence gathered during the investigation. I

Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 39 of 45 ate 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 82 ime: 15:01:37 Incident Report Program: CMS301L ase No... . 1-05-000368 (Continued) located in (ED GQ? MM. St responded to Qe in @lll During the interview, am stated she knew I would be speaking with her. RRR stated she was first introduced to Epstein when she turned eighteen years old. stated she was sure of her age as it was her senior year in pees She advised she was brought there to make money and was told she would have to provide a massage to this Palm Beach guy. She remembered she met Epstein and his assistant Sarah in the kitchen area. She stated she was taken by one of her friends, She stated she went upstairs with Sarah while Epstein got ready for the massage. He exited his bathroom naked and ag turned around. Epstein asked her if being naked offended her. stated it made her uncomfortable. Epstein then put ona towel and lay on the table. stated she rubbed his back and feet. She stated she had no massage training or experience. stated during the massage, Epstein attempted to touch her buttocks. ulled away as he touched her buttocks. She told him again she was uncomfortable with him touching her. Epstein then cut the massage short and became upset with her. Epstein paid her $200.00 for the massage and told her to leave the house. never returned to the house. She did advise of one time she went with however she waited in the car for G@HMMMMpas she did not want to go into the house. At the conclusion of visit with Epstein they left the area. ¢ stated she had heard from other girls that have gone to the house that Epstein now required them to do the massage naked and allow him to touch them in their private areas for monies. The interview was concluded as mM did not have any other information to provide. I then learned from the original victim,@@MM the defense attorney had learned of her identity. I spoke with the father of the victim, who stated there has been a private investigator on his house photographing his family and chasing visitors who come to the house. He provided a Florida License of E79-4EH. This vehicle is registered to Ivan Robles of West Palm Beach. Robles is a private investigator intern who is licensed by the state. I informed the State Attorney's Office of the above information. I received the Grand Jury subpoenas to be delivered to three victims for a Grand Jury session to be held on April 18, through April 20, 2006. Investigation continues. ‘akkkKKAA AAA RA AAA H HH! NARRATIVE Ho AD KARR RKAREKAEKAAKKRKEKEREES Reported By: RECAREY, JOSEPH 4/14/06 Entered By.: ALTOMARO, NICKIE A. 4/18/06 The Grand Jury Subpoenas were personally served to the individuals they were issued to. On April 5, 2006, at approximately 7:30 p.m., I personally served the parents of QM who had informed me that the private investigators were still photographing the family. On April

ime: ise 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 83 15:01:37 Incident Report Program: CMS301L No. 1-05-000368 (Continued) 10, 2006, at approximately 2:30 p.m., I served@iMeat her residence in The subpoena was given to her mother, I learned through one of the victims €j that she was personally contacted through a source that has maintained contact with Epstein. The source assured@™§she would receive monetary compensation for her assistance in not cooperating with law enforcement. lso stated she was told, "Those who help him will be compensated and those who hurt him will be dealt with." I told @iiwthat tampering with a witness/victim is an arrestable offense and very serious. I asked her who approached her during this encounter. @™@poriginally was reluctant to provide the name of the person who approached her to offer her not to testify because she felt they were still friends. On April 11, 2006, Det Dawson and I traveled to Tallahassee, Florida and met with the victim Aug @imp identified W/F, oa. as the person who approached her in Royal Palm Beach while she was home during Spring Break in March 2006. q@g§Mlalso stated she did not want to pursue the intimidation charges on 4m @ipwas concerned that the defense attorney was given a copy of the report as certain things she had told me in confidence were repeated to her by Beal. Prior to our departure, the victim was given a copy of her subpoena for the Grand Jury which was scheduled to commence April 18, 2006. Upon our return from Tallahassee, I notified the State Attorney's Office of what was told to me. I also notified them that the subpoenas were delivered to the witnesses and they would be calling for arrangements for the date and time needed for the Grand Jury. I spoke with ASA Weiss and informed her of the possible intimidation by the defense. On April 13, and April 14, 2006 I attempted contact on several occasions with ASA Weiss and ASA Belohlavic to ascertain when the victims needed to report for Grand Jury testimony. Messages were left on their voicemail. On April 17, 2006, during the hours of 9:00 am and 11:30 am, I again left messages for ASA Weiss and ASA Belohlavic for either of them to return my call as I had not heard from the State Attorney's Office as to the time and date of the Grand Jury. At approximately 12:30 pm, I went to the State Attorney's Office and located ASA Weiss and ASA Belohlavic in their offices. I entered ASA Belohlavic's office who informed me that she was going to return my call. She explained that an offer was made to the defense, Atty Guy Fronstin and Atty Alan Dershowitz. The offer is 1 count of Agg Assault with intent to commit a felony, five years probation, with adjudication withheld. Epstein would have to submit to psychiatric/sexual evaluation and no unsupervised visits with minors. When asked about the all the other victims, ASA Belohlavic stated that was the only offer made as to one victim, ASA Belohlavic cell phone rang and went to voice mail. She checked her voice mail and played the message on speaker. The caller identified himself as

Yate: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 84 Time: 15:01:37 Incident Report Program: CMS301L ‘tase No. . . . : 1-05-000368 (Cont inued) Atty Guy Fronstin and acknowledged the deal made between them, »“Fronskin stated in the message, he spoke with his client, Jeffrey tk xk Epstein, and agreed to the deal. Fronstin asked to call off the grand jury as they would accept this deal. Belohlavic stated a probable cause would be needed to book Epstein in the county jail and would let me know as to when it would be needed, tT explained my disapproval of the deal and not being consulted prior to the deal being offered. However I expressed that was only my opinion and the final approval would come from the Chief of Police. She explained to have Chief Reiter call Barry Krisher about the deal. TI left the area and returned to the police station where I briefed the Chief about the deal offered. I checked my voice mail messages and discovered a message from stepmother for the victim @™B She was calling because the State Attorney's Office still had not returned any of her calls as to when they are needed for this case. I then called ASA Belohlavic's office and left messages for her to call the victims on this case and explained to them what the State Attorney's Office had done. On April 17, 2006, at approximately 4:30 pm, State Attorney Investigator Tim Valentine called to officially notify me of the cancellation of the Grand Jury. He requested I contact the victims that had been served to appear, to notify them of the cancellation. I advised Valentine that as this Grand Jury session was called based on the State Attorney's Office decision to have the victims heard by the Grand Jury that I felt it was the States Attorney's Office responsibility to contact the victims and advise them of the reason they were no longer needed. RAKKAKARAAK AKA ARK N AR R ATIVE Ho AZ RAK KKRAK KAA K ARK RH KAD Reported By: RECAREY, JOSEPH 5/04/06 Entered By.: ALTOMARO, NICKIE A. 5/04/06 As I had not received any contact from anyone at the State Attorney's Office, on May 1, 2006, I prepared three arrest warrant requests and submitted them to the State Attorney's Office. The packages were delivered to the Crimes against Children Unit in care of ASA Lana Belohlavek. Jeffrey Epstein's arrest warrant was requested for 4 counts of Unlawful Sexual activity with certain minors and one count of Lewd and Lascivious Molestation. Sarah Kellen, Epstein's assistant's, arrest warrant request was for 4 counts of Principal in the lst degree Unlawful Sexual activity with certain minors and one count of Principal in the lst degree Lewd and Lascivious Molestation. Haley Robson's arrest warrant request was for Lewd and Lascivious Acts on a victim under 16 years of age. The receipt of delivery was Signed and brought back to the records division at the police department. On May 3, 2006, at approximately 2:54 pm, I received a telephone call from ASA Daliah Weiss on my cellular telephone. ASA Weiss advised she

ase ateeeesey Case_1:15-cv-07433-LAP. Document.55-2 . Filed 03/14/16 Page 42.0f45._.._.____. 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 85 15201737 Incident Report Program: CMS301L No. . . . : 1-05-000368 , (Continued) has been taken off the Jeffrey Epstein case because her husband is employed with Attorney Jack Goldberger. Attorney Goldberger is the attorney of record for Jeffrey Epstein. His previous attorney, Guy Fronstin, has been fired from representation. ASA Lana Belohlavek has been assigned the case. ASA Weiss stated she can no longer speak about the Epstein case with me. I thanked her for her telephone call. ASA Weiss further stated that ASA Belohlavek would be calling me. RK KK KEAKEKKKEKEKEKKKEHEKKEKEK NARRATIVE HA RRR RRA KK RRR ERR E KEKE ERK KEKE 4 Reported By: RECAREY, JOSEPH 5/15/06 Entered By.: ALTOMARO, NICKIE A. 5/15/06 On May 10, 2006, information was received that Epstein's associate, Leslie Wexner, The Limited Inc, CEO's, plane had arrived in West Palm Beach, PBIA. The plane, a Gulfstream 4 bearing a N900LS registration, was on the tarmac at Galaxy Aviation. As Epstein had recently acquired the services of a new attorney, and the fact that Epstein's house is currently under remodeling, it was believed that Epstein may be in Palm Beach. I conducted physical surveillance at the residence, 358 El Brillo Way. I observed a large construction crew conducting remodeling at the house. The contractor, David Norr, was observed driving a Ford Explorer, white in color. The vehicle has a Florida registration of F3000F. Norr left Epstein's house and traveled north on County Road. Det Caristo and I conducted surveillance on Norr. Norr traveled to several construction sites and checked on certain jobs. Surveillance was discontinued on Norr and Det Caristo and I traveled to Galaxy Aviation. I observed the white plane with a blue stripe along the body and tail of the plane; the tail number was visible on the bottom of the tail, closer to the body of the plane. We maintained visual surveillance on the plane until 4:57 p.m., when a caravan of Cadillac Escalades drove onto the tarmac. We observed several people exit the vehicles and discovered that they were part of the executive team for Limited Inc. The executives were in Palm Beach County for an executive meeting for the day. They arrived in Palm Beach County on May 9, 2006 at 9:30 pm and were scheduled to leave on the 10th at 5:00 pm. On May 12, 2006, I met with ASA Lana Belohlavek at the State Attorney's Office. She explained that her boss, Barry Krischer, was requesting this case be taken to the Grand Jury again. I explained to her I had requested arrest warrants for Jeffrey Epstein, Sarah Kellen, and Haley Robson. I asked that she either issue the warrants or direct file, as so much time has elapsed since the original request to the Grand Jury. I explained that the Palm Beach Police Department had concluded the case in December of 2005 and has been waiting for the case to go forward. Belohlavek stated the original offer was again offered to the new defense attorney. She was waiting for their answer by Friday May 19, 2006. She stated she would advise me of the answer. CHK KAKKKAKAAKHAKEEKEKEKER NARRATIVE # G5 Aaa aR RK RRR Reported By: RECAREY, JOSEPH 6/05/06

ime: 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 86 15:01:37 Incident Report Program: CMS301L No. . . . : 1-05-000368 (Continued) Entered By.: ALTOMARO, NICKIE A. 6/06/06 On May 22, 2006, I received several phone calls throughout the day from Mr .@™™who stated he had been followed aggressively by a private investigator. Mr f@pstated that as he drove to and from work and running errands throughout the county, the same vehicle was behind him running other vehicles off the road in an attempt not to lose sight of Mr. @jiipvehicle. I explained to him as Mr. Epstein had retained new legal council it was possible it would be new private investigators following him to observe his daily activities. I also explained to him that there was a meeting scheduled with ASA Lana Belohlavek and Attorney Jack Goldberger at Mr. Krischer's office scheduled on June 1, 2006 at 9:00 am. I attempted to call ASA Lana Belohlavek to inform her of the private investigators following Mr owever; she was on her vacation during the week of May 22 through May 30 2006. On May 23, 2006, I received other phone calls from Mr. and Mrs .@®who advised they were able to acquire the private investigators license plate information. The subject following them was again driving very aggressively and caused Mrs .@M&to run off the road. Mrs .d@Mb stated the vehicle is a green Chevy Monte Carlo bearing Florida tag I35-XGA. The vehicle is registered to Zachary Bechard of Jupiter Florida. Bechard is employed with Candor Investigations from Jupiter, Florida. Bechard is a licensed Private Investigator in the State of Florida. Since the discovery of the threat made against one of the victims in this case 49MM I requested subpoenas for all calls made to and received from! during the month of March 2006 for her cell phone and home phone. I had confirmed with Florida State University the exact dates of Spring Break for 2006. The Spring Break was from March 4, 2006 through March 12, 2006. I received a subpoena from Sprint/Nextel with all calls made during the month of March 2006. I reviewed the 989 calls made and received during the month of March 2006. I observed on March 7, 2006, @MMMMMB made and received thirty five calls during that day. Date Time Seconds In/Out To/From 7-Mar-06 11:03 AM 492 Outbound 561XXXX 7-Mar-06 11:16 AM 6 Inbound 561XXXX 7-Mar-06 11:22 AM 887.2 Inbound 561XXXKX 7-Mar-06 11:37 AM 48 Outbound 9178553363 7-Mar-06 11:39 AM 28.2 Inbound 2125356831 7-Mar-06 12:02 PM 727.2 Inbound 2125356831 The table reflects the date of the calls, time of day (EST), duration

Case 1:15-cv-07433-LAP Document 55-2 Filed 03/14/16 Page 44 of 45 ite 7/19/06 PALM BEACH POLICE DEPARTMENT Page: 87 me: Te robes Incident Report Program: CMS301L gee: 1-05-000368 (Cont inued) of call_in seconds, inbound or outbound calls and calls made to or from @M@MMM phone. On March 7, 2006, at 11:03 am, QM made a call to the victim@@which lasted 492 seconds (8 minutes and 2 seconds) , The victim then returned the call at 11:16 am which lasted 6 seconds. The victim then made contact with Sm, at 11:22 am for 877.2 seconds (14 minutes and 6 seconds). These sequences of calls were consistent with what the victim had described to me on the date of the intimidation. Immediately after speaking with the victim, QR makes a call to Sarah Kellen, Epstein's assistant, which lasts for forty-eight seconds. A call is then immediately received, a telephone number registered to a Corporation affiliated with Jeffrey Epstein located at 457 Madison Ave in New York. An extensive computer check revealed 457 Madison Ave is a business address in which Epstein has his corporations assigned to. Epstein had corporation attorney, Darren Indyke, register the businesses and register himself as an agent. I also observed Epstein has his El Zorro Ranch Corporation, New York Strategy Group, Ghislaine Corporation, J Epstein and Company and the Financial Strategy Group registered to this same address, Finally, a third call is received by QM at 12:02 pm from the same corporate number which lasts 12 minutes and 1 second. [It should be noted that there is no further contact with either the victim during the month of March or April of 2006. TI also noted that there was no further contact with Sarah Kellen or Jeffrey Epstein during the remainder of the month of March or April 2006. On June 1, 2006, ASA Lana Belohlavek telephoned me to inform mé of the meeting that occurred with Atty. Jack Goldberger and her reference this case. She advised she would make her determination en whether to file on this case or not by Monday June 5, 2006. Inv Continues. KRAKKK AKA KKK RARER AK N A RR ATIVE Ho 4G RHEKKHKEHARHAKHAKAKKAR ER RR Reported By: RECAREY, JOSEPH 7/12/06 Entered By.: ALTOMARO, NICKIE A. 7/12/06 On June 29, 2006, I had spoken to ASA Lana Belohlavic who informed me that the case would be sent to the Grand Jury for charges. She informed me that the grand jury would convene on July 19, 2006 to hear the Epstein case. Belohlavic stated State Attorney Barry Krisher made the determination to go the Grand Jury to hear the case. On July 12, 2006, I spoke with Mrs MM mother of the victim, @m who inquired about the status of the case. I explained to her that I was told we would be going to the Grand Jury during the week of July 19, 2006. She stated she had not been contacted as of yet by the State Attorney's Office for any information. I provided her with the telephone numbers to the State Attorney's Office. Investigation continues. . t+ ke ew oe ek oe ee ek & & * END OF REPORT * 4 * * & ok & kh Re & woe ek ek ok #

Date/Time: 10¢88¢dé6l5-cvPD/AB3aq44P Document 55-2 Filed 03/14/16 Page 45 of 45 System: HTE PALM BEACH POLICE DEPARTMENT Page: lL Progrm: CHFO04P Narrative Print ere ee cre rere te kk a ly eae te nh lee hele le ee le ly mee a Nee eee rm erm tine Mn ee one a ee ee ee ee Case Number: 1-05-000368 KEKEEKREKEKEKEKEEKEKREEEKEEEKEEKEKE NDRRATIVE:E HAT BRR KKK KEKE ERK EKRKERKRKKEKE NA Reported By: RECAREY, JOSEPH 8/03/06 Entered By.: ALTOMARO, NICKIE A. 8/03/06 On duly 18, 2006, I received a Grand Jury letter to appear before the Grand Jury on July 19, 2006, reference the Jeffrey Epstein case. On July 19, 2006, I responded to the Grand Jury Room and testified before the grand jury. At the conclusion, ASA Belohlavec stated the grand jury returned with a true bill for Felony Solicitation of Prostitution. On July 25, 2006, Epstein turned himself into the county jail and was released on a $3,000 bond. Epstein is to return for arraignment on August 25, 2006 at 8:45 am. ATT POLICE CLERKS: Please show this case cleared by arrest with the arrest of Jeffrey Epstein W/M 01-20-1953. ** End of Report **

Case _1:15-cv-07433-LAP Document 55-3 Filed 03/14/16 Page 1 of 35 EXHIBIT 2 PART 1

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Case 1:15-cv-07433-LAP Document 55-4 Filed 03/14/16 Page 1 of 35 EXHIBIT 2 PART 2

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Case 1:15-cv-07433-LAP Docum -4 Filed 03/14/16 Page 11 of 35 Date Aircraft Make Aircraft Miles | Flight ‘Remarks, Procedures, Number Aircraft Category... -49-— | and Model Identification Mark Flown | No. Maneuvers, Endorsements of Landings : 2esd | Acaeene [eure | Wor Te : L731; “Twins 4 " 8 BoE SWiNGeise Jenow [rex | fy Beersx g pe Oe ee ee 1h 1G -\VS48 PET a ee en! Re ; \\3 RePesry, Pow i if S ¥ Py io ES L8] Poi | a Ls B | | \ oe Crh Ts 4 1Ens4B 7 af es —_ a | P| | e 0 27 Pye 1S, CENOY LePEZ aoa ay I— [A] = [se | FAO GRE ELK KAL KOR HELM YMNEXe Che TT Ee GULEL- COE B EUG & pileye str ue ORVMM Rider aii WOM OF SAA yS nN ~~ 3 SIE ( 2 ¥ o Q|— ee o (A ! certify that the statements mace by me on this form are true. co Cis ae | Page Total Ch ood Doel | [onrones [85 [gee n= Io “y : = YS ieee Ie OO a. ee walt! 3 Briar lt

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Case 1:15-cv-07433-LAP Documertg-4 Filed 03/14/16 Page 20 of 35 Date Aircraft Make Aircraft _ | Points of Departure & Arrival Miles | Flight Remarks, Procedures, Number Aircraft Category... 19___ | and Model Identification Mark Flown | No. Maneuvers, Endorsements of Landings : 2,063 From To ArRPore Gupge [WELL Cut | [p72 [Naossel sex. | par fan eee a | x v4 PBy 55 46, BT AM) GM SK NERY GexeTp | | Wlepraa Wuqienml css a | s VEoy~is beeen ow b Ww 1A71-41y| N 408se] TIOy Be ROM sabe a ra Saale | \o SEK [eA Revie NIN 18 \ ks AiG \ vt 20. {| D& SK, GM | | es iW VN Db Se JG OM, 9K 7 27 a A TER ig AG, GPK TM a DAZISIB| NI o@se | PBK IAO4Gye| PBL 34, PBV,GMIS Bb j | DA vt Vee i ee Cod . ; "4 PolD PNL- ( Rosy Goa Ur o 1G Sr Must LG® eye Kony - SDA syste us a on. \ | ou ES: tire Seen MTR RVI ~CaD R Le® nee SOME Ty IM | a Nacise | PB Se, 87, NAO SRB, TD wi ry); : = i Wice SAUD ~ Poe ae | De | -17.-1~Le0 | Sp mo Laon Msp DAN SAVAGE - EN a Ruc Ts | | certify that the statements made by me on this form are true. Page Total es | <2 : ey ;T6 ; . “ . (/ We Amount Forward b 4° 3 4 4 | Ve G | i. ia 7 by _ | Pilot's Signature__ and G3 : y ri) Total to Date al = 3 Oi = } ft \ anes a

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Case 1:15-cv-07433-LAP Docume A Filed 03/14/16 Page 27 of 35 Points of Departure & Arrival Date Aircraft Make Aircraft 49-1 | and Model Identification Mark NY Ci 4 29 Crs Cc Ww |GMNSAD INGotre ; 1( Mites | Flight Remarks, Procedures, Number Aircratt Category... Flown | No. Maneuvers, Endorsements of Landings Dyk Pea ETC hi GAN EGS Kalpw, s, NF Ae MILs Wis (BERT, ™S, Vi nes Si un pee a ae & | certify that the statements made by me on this form are true. Page Total ©) ‘ Amount Forward ~ on u ‘a 4 fom . Pilot's Signature \ aul ‘ a iS x V2 Total to Date

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Case _1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 1 of 20 EXHIBIT 4

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 2 of 20 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE NO. 08-CIV ~-MARRA/JOHNSON JANE DOE, Plaintiff, VS, JEFFREY EPSTEIN, Defendant. Re - NOTICE OF TAKING VIDEOTAPED DEPOSITION PLEASE TAKE NOTICE that the Plaintiff, JANE DOE, will take the deposition of Ghislane Noelle Maxwell on October 26, 2009, at 10:00 a.m., at: Esquire Court Reporters One Penn Plaza Suite 4715 New York, NY 10119 The deposition shail be conducted pursuant to the Florida Rules of Civil Procedure and shall continue day to day, weekends and holidays excepted, until completed. | HEREBY CERTIFY that a true and correct copy of the foregoing has been served by U.S. Mail and email transmission this “Bay of October, 2009 to all those on the attached Service List.

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 3 of 20 ROTHSTEIN ROSENFELDT ADLER Attorneys for Plaintiff 401 East Las Olas Blvd., Suite 1650 Fort Lauderdale, Florida 33301 Tel: (954) 522-3456 Fax: (954) 527-8663 Email: bedwards@rra-law.com 4 AE SEO) BRAD EDWARDS, ESQ. Florida Bar No.: 542075 cc: Esquire Court Reporters

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 4 of 20 CASE NO: 08-CV-80119-MARRA/JOHNSON CERTIFICATE OF SERVICE SERVICE LIST Jane Doe v. Jeffrey Epstein United States District Court, Southern District of Florida Jack Alan Goldberger, Esa. Jgoldberger@aqwpa.com Robert D. Critton, Esq. rcritton@bciclaw.com Isidro Manual Garcia isidrogarcia@bellsouth.net Jack Patrick Hill ipnh@searcylaw.com Katherine Warthen Ezell KEzeti odhurst.com Michael James Pike MPike@bciclaw.com Paul G. Cassell cassellp@bclclaw.com Richard Horace Willits lawyerswillits@aol.com Robert C. Josefsberg rjosefsberg@podhurst.com Adam D. Horowitz ahorowitz@sexabuseattorney.com Stuart S. Mermelstein ssm@sexabuseattorney.com William J. Berger wberger@rra-law.com

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 5 of 20 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA Index No. 08-80893CIV--MARRA/J a oe a JANE DOE , Plaintiff (s) - against JEFFREY EPSTEIN , Defendant (s) State of New York ) County of New York ) AFFIDAVIT OF SERVICE Carlos Pichardo being duly sworn, deposes and says that he is over the age of 18 years; is not a party to this action and resides within the State of New York. That on 08/11/2009 at 10:03 AM at: 116 E 65th St NEW YORK NY 10065 Deponent served the; SUBPOENA TO TESTIFY AT A DEPOSITION OR TO PRODUCE DOCUMENTS IN A CIVIL ACTION upon GHISLANE NOELLE MAXWELL, by delivering a true copy to: Jane Doe, Co-Resident who stated that they were authorized to accept service on behalf of: GHISLANE NOELLE MAXWELL. Within 20 days of such service, deponent enclosed a copy of same in a first class postpaid envelope properly addressed to recipient at: GHISLANE NOELLE MAXWELL 116 E 65th St NEW YORK NY 10065 and deposited said envelope in an official depository under the exclusive care and custody of the U.S, Postal Service within New York State. The envelope bore the legend "PERSONAL & CONFIDENTIAL" and did not indicate by return address or otherwise that the communication was from an attorney or concerned an action against the recipient. To the best of my knowledge, based on information and belief, the said recipient at the time of service was not engaged in the military service of the United States or New York. Recipient wore ordinary civilian clothing and no military uniform. Deponent describes the individual served as follows: AGE: 32 HEIGHT: 5'3!'! WEIGHT: 130 HAIR: BLACK RACE: WHITE SEX: FEMALE $48.00 the authorized witness fee was tendered to the recipient. Carlos Pichardo License #1273833 SWORN TO BEFORE ME ¥ /AO OUR DOCH 23788 Rothstein Rosenfeldt Adler ack auth 401 East Las Olas Blvd, Suite 1650 Fort Lauderdale FL 33301 954-522-3456 GONZALES YARIELA Notary Public, State of New York No #: 04G06178217 Quatified in Bronx County Commission Expires 10/0e/20_/ /

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 6 of 20

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 7 of 20 AO 88A (Rev. 01/09) Subpoena to Testify at a Depasition or to Produce Documents in a Civil Action UNITED STATES DISTRICT COURT for the Southern District of New York Jane Doe ) Se Plaintiff a } Vv. ) Civil Action No, 08-80893 CIV-MARRA Jeffrey Epstein } : a ) (If the action is pending in another district, stete where: Defendant ) Southern District of Florida SUBPOENA TO TESTIFY AT A DEPOSITION OR TO PRODUCE DOCUMENTS IN A CIVIL ACTION ‘To: Ghistand Noelle Maxwell, 116 East 65 LLL, New York, NY of Testimony: YOU ARE COMMANDED to appear at the time, date, and place set forth below to testify ata deposition to be taken in this civil action. If you are an organization that is not a party in this case, you must designate one or more officers, directors, or managing agents, or designate other persons who consent to testify on your behalf about the following matters, or those set forth in an attachment: Date and Time: i “Place: esq Esquire Court Reporters, One Penn Flaza i 10/26/2009 10:00 am ‘ Sulte 4715, New York, NY The deposition will be recorded by this method: ee ee eT CNET eee Pee Te of Production: You, or your representatives, must also bring with you to the deposition the following documents, electronically stored information, or objects, and permit their inspection, copying, testing, or sampling of the material: See Schedule A attached The provisions of Fed. R. Civ. P. 45(c), relating (0 your protection as a person subject to a subpoena, and Rule 45 (d) and (c), relating to your duty to respond to this subpoena and the potential consequences of not doing so, are attached, if Date: 09/21/2009 _ : CLERK OF COURT OR \ 4 JA th 4 Signature of Clerk or Deputy Clerk ~ we Attorney's Ll 7| The name, address, e-mail, and telephone number of the attorney representing (name of party) Jane Doe Yj , Who issues or requests this subpoena, are: “Brad Edwards, Esq., Rothstein Rosenfeidt Adler, 401 E. Las Olas Biva., Suite 1650, Fort Lauderdale, Florida 33301 Bedwards@rra-law.com. (954) 522 2346

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 8 of 20 AO 88A (Rey. 01/09) Subpoena to Testify at a Deposition or to Praduce Documents in a Civil Action (Page 2) SSS eee ee ese a en SS SCN AP I RO CCIE III Civil Action No. 08-80893 CIV-MARRA PROOF OF SERVICE (This section should not be filed with the court unless required by Fed, R. Civ. P. 45.) This subpoena for (name of individual and title, if any) was received by me on date) CO I personally served the subpoena on the individual at glace) On (date) or C} fF left the subpoena at the individual's residence or usual place of abode with (name) , a person of suitable age and discretion who resides there, on (date} , and mailed a copy to the individual's last known address; or CI I served the subpoena on (name of individual) , who is designated by iaw to accept service of process on behalf of (name of organization) on (date) ; or © I returned the subpoena unexecuted because ; or {3 Other (specify): Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also tendered to the witness fees for one day’s attendance, and the mileage allowed by law, in the amount of $ My fees are $ for travel and $ for services, for a total of $ 0.00 I declare under penalty of perjury that this information is true. Date: Server's signature Printed name and title Server's address Additional information regarding attempted service, etc:

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 9 of 20 AO 88A (Rey. 01/09) Subpoena to Testify at a Deposition of to Produce Documents in a Civil Action (Page 3) 88800m093>s—:;3.0, SSS SS SSS Federal Rule of Civil Procedure 45 (c), (d), and (e) (Effective 12/1/07} (c} Protecting x Person Subject to 1 Subpvena, (1) Avoiding Undue Burden or Expense; Sanctions, A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena, The issuing court must enforce this duty and impose an appropriate sanction — which may include lost carnings and reasonable attorney’s fees — on a party or attorney who fails to comply. (2) Conunand to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. ({B) Objections. A person commanded to produce documents cr tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any ar all of the materials or to inspecting the premises — or to producing electronically stored information in the form or forms requested. The objection must-be served before the earlier of the lime specificd for compliance or 14 days after the subpoena fs served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the issuing court for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order mus! protect a person who is neither 4 party nor a party’s officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena, (A) When Required. On timely motion, the issuing court must quash or modify a subpoena that: (i) fails to allow a reasonable lime to comply; (ii) requires a person who is neither 4 party nor a party’s officer to travel more than 100 miles from where that person resides, is employed, or regularly transacts business in person — except thal, subject to Rule 45(c)(3)(5}iii), the person may be commanded to attend a trial by traveling from any such place within the state where the trial is held; (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden, (B) When Permitted. To protect a person subject to or affected by a subpoena, the issuing court may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; (ii) disclosing an unretained expert's opinion or information that dees not describe specific occurrences in dispute and results from the expert's study thal was nat requested by a party; or ‘ {iii)'a person who is neither a party nova party’s officer to incur substantial expense to trave] more than 100 miles to attend trial. (C) Specifying Conditions as an Alternative, In the circumstances described in Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and {ii) ensures that the subpoenaed person will be reasonably compensated, (d} Duties in Responding to a Subpoena, (L) Producing Documents or Electranteally Stored Information, These procedures apply lo producing documents or clectranicatly stored information: {A) Documents, A person responding to a subpoena lo produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Noi Specified. If a subpoena does not specify a form for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms, (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. {D) /naccessible Electronically Stored information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On mation to compel discovery or for a protective order, the person responding nsust show that the information is not reasonably accessible because of undue burden or cost. {f that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the fimitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed informution under a claim that it is privileged or subject to protection as trial-preparation material must: (i) expressly make the claim; and (li) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) information Produced. Vf information produced in response to a subpoena is subject to a claim of privilege or of protection as trialpreparation material, the person meking the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to relrieve the information if the party disclosed it before being notified; and may promptly present the information to the court under seal for a determination of the claim, The person who produced the information must preserve the information until the claim is resalved. (e) Contempt. The issuing court may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena. A nonpany's failure ta obey must be excused if the subpocna purports to require the nonparty to attend or produce at a place outside the limits of Rule 45(c}(3)(A}(i).

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 10 of 20 Schedule “A” to the Subpoena Duces Tecum of Ghislane Maxwell A list of ail girls that Defendant, Epstein, nad at his house at 358 El Brillo Way for any reason at any time, including guests and masseuses for the entire duration when you worked with or for Jeffrey Epstein. A fist of all girls that Defendant, Epstein, had at his house in Manhattan for any reason at any time, including guests and masseuses for the entire duration when you worked with or for Jeffrey Epstein. Any and all documents that reflect scheduling and/or appointments for Epstein’s flights, travels, accommodation, massages or meetings for the entire duration when you worked with or for Jeffrey Epstein. A complete list of all girls whom you know to have flown in any of Defendant, Epstein’s airplanes or jets at anytime during the time you worked with or for Jeffrey Epstein. Any and ail diaries and/or notes and/or jogs that in any way relate to Defendant Epstein, his airplanes, his properties, his assets and/or his finances,

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 11 of 20 ‘és, Farmer, Jaffe, Weissing, Edwards, Fistos & Lehrman, P.L. “" Qui Tam Class Action Personal injury Wrongful Death Commercial Litigation PATHTOJUSTICE. COM INVOICE June 29, 2010 TO: Brett D. Jaffe, Esq. Cohen & Gresser, LLP 100 Park Avenue New York, NY 10017 Re: Jane Doe v. Jeffrey Epstein, et al. CASE NO. 08-CV-80893-CIV-MARRA/JOHNSON Cancellation fees incurred for the deposition of Ghislaine Maxwell scheduled for July 1, 2010 at 9:30 a.m. Airfare cancellation fee incurred for Bradley J. Edwards (Jet Blue Airlines)... veee $100.00 Airfare cancellation fee incurred for Michael Fisten (Jet Blue Airlines)..... $100.00 Hotel cancellation fee incurred for Bradley J. Edwards (Expedia- Dylan Hotel). vee $288.97 Hotel cancellation fee incurred for Michael Fisten (Expedia- Dylan Hote))..... a vn $288.97 TOTAL DUE.. wh 17 194 * Note: Copies of all Lotessteancetlation vaniivn rmations are re attached hereto. Please make check payable to: Farmer, Jaffe, Weissing, Edwards, Fistos & Lehrman, P.L. Please send check to the address listed below Thank you! 425 North Andrews Avenue, Suite 2, Fort Lauderdale, Florida 33301 954.524.2820 office 954.524.2822 fax

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 12 of 20

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 13 of 20 Bill Clinton pictured with Jeffrey Epstcin's social fixer at Chelsea's wedding | Daily Mail... Page | of 26 Feedback ain Tuesday, Dec 8th 2018 this 75°F “ett FEF S-Qay forecast Daily Hail com Home | U.K. News Sports ; U.S. Showhiz / Australia / Femail } Health | Science : Money | Video | Travel | Cotumnisis atest Headtines faws World News fits bterdhnes Alena Mastreadt News Sount sures heegey : aii 2! LETTE i Reputbheans’ most EXCLUSIVE: Joe Scarborough Macucus San Sernardine PIERS MORGAN: “This senior leader Shooting targets, CUTS OFF Donate soganentisg, terrorists got Dear Douate. I'i pulicy EXCLUSIVE: Bill Clinton pictured with Sie Wen bree ys Jeffrey Epstein's social fixer at Chelsea's wedding AFTER severing links with disgraced pedophile + Ghislaine Maxweli is accused in court papers of procuring giris for her former boyfriend Jeffrey Epstein which she vehemently denies + Bill Clinton had ties to Epstein, who flew the ex-president to Africa on his private jet before the allegations were made : Epstein was arrested in 2006 and was sentenced to 18 months In jaii in 2008, serving 13 months » Clinton did not cut ties to Maxwell and she was a quest at Chelsea Clinton's wedding in 2040 : : + Rarely-pictured Jeffrey Epstein has kept a low profile and eschewed public ‘ i events i nes + But he was pictured with ex-lover Ghislaine Maxwell on March 15, 2005 ata New York charity bash + That same day, Palm Beach cops launched an investigation into Epstein and allegations of sexual offences with underage girls By SARA NATHAN FOR DAIL YtAAIL COTA PUGUSHED: OY 42 EST. 14 daruary 2915 UPDATED: 13 A7 EST $3 January 201% 266 sharns This is the society fixer alleged to nave helped tind uncerage girts for pedophile bitionaire velfrey Epsivin - hetping Bil Chnton celebrate his daughter's mariage Ghistaine Maxwell was photagraphed at the former First Daughter's glittering July 2010 wedding lo Marc Mezvinsky - despite Epstein having heen convicted of soliciting underage girls Clinton had ¢eut lies to Epstein after his arrest over allegations of sex with girls as young as 14 But this photograph shows that he maintained close ties ta Maxwell, who is accused in court papers of procuring underage girls for Epstein, her former boyfriend, as she smiles as President Clinton walks a beaming Chelsea down the aisle, SCROLL DOWN FOR VIDEO hitp://www.dailymail.co.uk/news/article-290698 I /Bill-Clinton-pictured-Jeffrey-Epstein-s-.... 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 14 of 20 dks : Friands in high places: Ghislaine Maxwell is a good friend of Presidont 818 Chaton and can be senn an the right at his daughter Cheisea’s wedding in July 2010 Maxwell, now 50, atlendec the weeding in Rhinebeck. NY. on July 34, 2010, with the cream af Washington OC. Described as feeling like a ‘family wedding’, guests included farmer Secretary of State Madeleine Albright. Terry McAuiiffe, Governor of Virginia. and leading figure in the civil ights movement Vernon Jordan. For Maxwell to remain a Clinton chum is an interesting lurn of events. Just two years earlier, her former lover and friend Jeffrey Epstein was sentenced to 18 months behing bars after pleading to a single slate charge of scliciting prostitution. He served 13 months in prison, President Clinton had been so close to both to Epstesn he had joined him an his private jet and stayed on his private Caribbean isiand. Speaking to the Mail On Sunday in 2011, Virginia Roberts - who claims in court papers she was kept as Epstein’s ‘sex siave' and forced to sleep with Prince Andrew three times - said she met President Clinton twice, but was never ‘tent aut’. SHARE THIS RELATED ARTICLES ARTICLE Segre : J bad Ho Prince Andrew admits 2 4 Prince Andrew's guards =», “ened a blind eye’: ¢ he’s been ‘faotish' aver Yard officers. = friendship... Abused as a child. Dabbling with drugs. : And now Virginia. 266 sacs Buckingham Palace vehemently denies the claims, as does Maxwell. Her legal team stesses she was not involved in, or connected to {he criminal proceedings against Epstein and with regards to Virginia Reberts‘ claims, ney stressed she demes each and every allegation hitp://www.dailymail.co.uk/news/article-290698 1/Bill-Clinton-pictured-Jeffrey-Epstein-s-... Bill Clinton pictured with Jeffrey Epstein's social fixer at Chelsea's wedding | Daily Mail... Page 2 of 26 FEMAIL TODAY ‘Eso do not know how to deal with this’ Jusiiti Bigber’s mysiery Instagranr gid responds alter singer's plea to Heed out hier identity He foing tet oniing Back together? Eka Nordegren, $5. cuddles up to ey Cheis Cline. 57, at Mortness shoe launch. over one year aller their pre zkeup Tiget Wooos’ ex wife EXCLUSIVE: Kristin Cavallor’s brother was. jobless ‘alcoholic’ wha was kicked out ay his father befors crashing his ¢ar and going missing in Utah desert Thigt's the finnit! Caitlyn Jenner, 66. goes bare-degged in very short mint dress while flaring scenes for reality show with Candis Cayne Formas Olympian 1s 66 Dadly's giet! lark Zuckerberg tofaases: touchiag photo with baby Maxima as he roveals ‘overyane is doing great’ Fanebock founda is aad From the coupte wha OS everything fo the tiscetning tashionmsta, what ta get the most hard-to-piaase people on your git list Spensores ‘Yn nol pregnant. just happy! Ta Mowry hits back at *budy shaming’ 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 15 of 20 Virginia, now a married mother of three, claimed that President Clinton traveled wilh Epstein toa number of destinations, including three times o9 the billionaire’s private jet. and enjoyed intimate dinners with both him and Maxwell On ane occasion, she sa:d that Epstein flew the former President, Hollywood actor anc staunch Democrat Kevin Spacey ang another actor friend of Mr Clinton's, Chris Tucker. to Africa, to ‘discuss AiDS pelicy’. Epstein, who has donated more than £75,000 aver the years to candidates fram the Demacratic Party, also few with President Clintcn in November 2003 to destinations including Russia, Osio, Hong Kong, Shanghai and Beijing. On ene occasion, she alleged, Epstein did invite two young brunettes to a cinner which he gave on his island for Presicent Ctinton shorlly after he left office. But, as far as she knows, the ex-President did not take the bait. Maxwell Geciines to conwnent on Prince Andrew ailegations Mysterious: Ghislaine Maxwali beams as her ex-lover, disgraced billionaire Jotirey Epstein hugs her as they attend a Manhatlan bash on March 15, 2005 - the sama day Paim Beach potice launched an invastigation Into his abuse of underage girls ‘Td have Deen about 17 at the time.” she said: ‘i flew ta the Caribbean with Jeffrey and then Ghislaine Maxwell went fo pick up Bill in a huge biack helicopter that Jeffrey had bought her ‘She'd always wanted to fly and Jeffrey paid for her {o take lessons, and | remember she was very excited because she got her licence around the first year we met. ‘| used to gel frightened flying with her but Bill had the Secret Service with him and | remember him talking about whal a good job she did. ‘Lanty ever met Bill twice but Jelfrey had fold me thal they were good friends. ‘| asked, “How come?" and he laughed and said, “He owes me some favours.” Maybe he was just joking Dut it constantly surprised me that people with as much to lose as Bill and [Prince] Andrew weren'l more careful.’ She said that when dining that night, Maxwell sat at President Clinton's left, while they were joined by two ‘olive-skinned brunettes’ who had deen flown in from New York Virginia claimed: ‘I'd never met them before. I'd say they were no older than 17, very innecentlooking. http:/Avww.dailymail.co.uk/news/article-290698 1/Bill-Clinton-pictured-Jeffrey-Epstein-s-... Bul Clinton pictured with Jeffrey Epstein's social fixer at Chelsea's wedding | Daily Mail... Page 3 of 26 weight gain Fame for Sister, Sster ‘wealdiv't have put me Gn tie show either’, Gigi Hadid says she was ‘shaking’ during unsuccessful first Victoria's Secret audition Eauy ensemble! Kytie Jennar steps out ny biack leather leggings and a beaded miltary jacket after steaming up Miami She's a teen style can Home is where the haart es Bethenny Frankel offers a lock inside har cramped 34 2M NYC bachelorette Darl as she gets into Christavas sprit Stop! Andy Rowdick caught redhanded as fa wecredly films wite Areoklyn Decker Singing Chrisinas song... a8 she reveats remarkably slim postuaby body Who's That boy? Kate Huson looks chuffed as she steps out wrth mystery man in New York City Tre {é-year-olc has peer pidying tha fet What a sweet couplal Pregnant Ginnifer Goodwin shares a hiss wrth hustand Josh Dallas while eating ice cream at Cisnoyland Happiest place on eartn Kendall Jenoer showcases her lithe fogs in Igather jaans as she jets out af London ‘on hus way to visit baby Saint in Las Angeies‘ Off to meet ner nepnaw Peneiope Cruz puts hee amply cleavage and trrvacecus figure on display 10 Giingeng rod idatias jrmpsuit in néw Zoetander 2 posters Stacs in foe seauel My funny honay’ Christie Brinatey promintos her 1?-yaaroid daughter Saitor's wodeling career with some biking snape on Instagesm "She's doing greatl: Kim Kardashian's BFF Jonathan Chehan gives update on Saint's mothar as ho gets cheeky wiilt bikini-clad giltricad in Miand 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 16 of 20 Bill Clinton pictured with Jeffrey Epstein’s social fixer at Chelsea's wedding | Daily Mail ... Page 4 of 26 ‘They weren't there for me, They weren't there for Jeffrey or Ghislaine because | was there to have sex with Jeffrey on the trip. Jiminy Kimmai rakes . + . 7 up fake Baby Hames Maybe Jeffrey thoughl they would entertain Bill, bul 1 saw no evidence that he was interested in foe Kim and Kaive's ean them. He and Jeffrey and Ghislaine seemed fo have a very good relationship. Bill was very funny dunng Lie Witness ; 2 ; News segment He made me laugh a few times. And he and Jeffrey and Ghislaine fold blokey jokes and the Sposa in ig segment Le Brunettes listened politely and giggled. Witness News Victoria's Secret Anget Lily Aldridge reveals: her husband doesn't want their daughter ‘anywhare near ine fonway' Dit iitsists she would prawd Androgynous model chiliengos Victoria's Secret's beauty standards By pasing in the brand's tingeriv and then coding Ihe faces of Angals arte her body Hey Baby! Abigail Brestn signs on to star in Dusty Dancing TV mm Tha ccaric (G87 movie famously starred Jennifer Grey Emma Watson cuts a chee figure with anited yumpsuil as she attends screanny of ethcal tasticn documentary in London Marey Potter star Yolanda Foster's eshanged husband David ‘blames’ Reat Hausewives show tor Star of the night: Rod Stewart and his wife Panny atthe Cipriani Wall Street event, where he pertormed in front ‘ruming his reputation’ of a crowd including Ghisiaine Maxwell and Jetfrey Epstein and tha tanure of his fecord company ‘bean Randle mysel: Now Stas Wars; The Fore Awakens tater shows Daisy Ridley Irying lo put Harrison Ford in his place Highly anticipated him ‘He was $0 excita’ Star Wars’ Adgin Driver gustias about ‘surreal’ experience of wething wilh ‘generaus” Harrison Ford on Farce Awakens Co-siartend with a legero Alicia Vikanger wows iss Gtrapioss uimbellished gown as she hits the red carpet for The Danish Gitl premiere in London The 27-yenr-oid actress ignored cnity wealner Eddie Redrnayne is feeting festive im sdother plaid suit os wile Hannah Bagshaw stuns in sheer dress at Lonidan premiere of the Danish Girt On their way home! Kini Kardashian and http:/Avww.dailymail.co.uk/news/article-290698 I/Bill-Clinton-pictured-Jeffrey-Epstein-s-.... 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 17 of 20 Bill Clinton pictured with Jeffrey Epstein's social fixer at Chelsea's wedding | Daily Mail ... Page 5 of 26 Now York clite: Padma Lakshmi (lef) and Sean Lennon (right) both attended the Cipriani Wall Streat event Indeed, the trio were so close thal DailyMail.com told last week how Epstein kept 21 numbers for President Ciinton in his contacts book, under {he name of his adviser Doug Band. As Virginia Roberts‘ astonishing claims have made headlines around the world, it was reported last week thal President Clinton's continuing friendship with Maxwell has caused a rift between him and his wile, potential Presidential candidate Hillary Clinton However, the pair were pictured looking cosy together as they teft the funeral of former New York Governor Mario Cuomo. Epstein and Maxwell met shorily after she moved fo New York in the 1990s failowing (ne death of her father, shamed newspaper tycoon Rotert Maxwell And they remained just as close even after an initial romance faded. For Epstein, Maxwell was a usefu! conduit to some of the most powerui people in the word, from PresidentCiinton to Prince Andrew. Closa: Not only was Ghislaine Maxwall frienda with Prince Andrew, but hls ax-wife Sarah Ferguson a3 well. The palz are pictured together at the opening af the Asprey Flagship Stora on Sth Avenue on Dacamber 8, 2003, In New York City Altagations: Ghislaine Maxwell is accused of ‘facilitating Prince Andraw‘s acts of sexual abuse by acting as 9 madame for Epsteln’, Above. Miss Maxwell tooks on ae Prince Andrew smiles with Virginia Robarts In 2004 Kanye West ‘nave left the hespitai with bady son Sant three days ater welcoming him inte the world “can't deal wah af Kate Gosselin horrified a5 her th-yaar-ou twin girls start laiking to boys in sneak peck tor upcoming season af reatity shaw "They lost their fathar years ago’ Scott Weitane's ex-wite pens Witter on penatl of nis Iwo children asking people not lo gtarify ihe tragany Welcome to the Hollywood hat of fame! Andy Garcia's daughter Alessandra lands pitis-size modetling caraer and Stars tn sultry lingede shoot ‘Me doesn't desenve that king of treatment’: Burt Reynclus wades in on Angelina Jafie's tamultuous iefalionsiip with father Jan Voight Spoxe an UK TY snow Arnot Schwarzenegger jaunches apic rant against climate change deniers saying he ‘Usesn't give 3 damn ohout whal people think Ka-elung! saty Parez conquers sival Taylor Swift as the tap-earniag musician af 2015 Forbes examired tre protax Income, including endorsements ‘Loyalty sometimes bites you in the av": Giyi Hadid gets frank about exes, BFF Kendall Jenner and raing profective big sister to Balla Legay Gigi Hadhd is 2 colo¢ co-orfinated dream in all-nude outfit as she showcases supermadel stems in stashed jumpsuit Stepped out in New York Kendall Jenner teads comments on social Te@dia UGH She saan Maan one,.. and adits Inodeling carver started oecause I wanted to prove theat wrong’ Victoria Beckham Shows off her svelte tigure itr head ts toe black in NY... 45 David Shares cute snap of Harper ducing daddy daughter day in the UK You have to set boundaries’: Khioe Kardashian says warking cutis a priority as she heads to the gyst By in light Gxercise gear § She's a gyn wurce 'Ferover grateful’: Kirn Zaleiax guts inte the Christmas spirit as she mont Santa Claus Tre 37-year-alg shared sweet family photos http://Awww.dailymail.co.uk/news/article-290698 I/Bill-Clinton-pictured-Jeffrey-Epstein-s-.... 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 18 of 20 While Maxwell became used to the luxuries that Epstein could afford her, trips py private jet and his very own Caribbean island. Rarely photographed or seen out in public untike his friend Maxwell, Esptein was however pictured with the brunette as they partied {he night away on March 15, 2005, at a Manhattan charity event featuring singer Red Stewart, But as they sociafizec with the cream of Manhattan society, including CGS President Les Moonves, his wife Julie Chen, Sean Lennon and Padma Lakshmi, al the Wail Street Rising event. Epstein Row 63, and Maxwell, wouls have been entirely unaware of a police probe that was launched (hat very day. In May 2006, a ‘probable cause affidavit’ revealed that Epstein was the subject of an 11-month undercover investigation by police after 2 complaint in 2005 fram the stepmother of a 14-year-old girt, whe claimed she was paid $300 to give him an erotic massage at his famingo-pink villa in Palm Beach. ae EEN Gleb she sia oA RAT ee Close: Ghistaine Maxweil with Jeffray Epstein {left} a! Tha Queen's residence of Sandringham In 2000. Tha picture Bhows just how close she and Epstein were with Princa Andrew The girl is said to have been taken there by 18-year-aid student Haley Rohson, who claims ina sworn statement that she was recruited at the age of +7 to provide the billionaire with a $200 nude massage One of the girls ‘cried hysterically’, according to a patice report, as she recalled how she was recruited to provide services far Epstein when she was 16. http:/Avww.dailymail.co.uk/news/article-290698 1/Bill-Clinton-pictured-Jeffrey-Epstein-s-... Bill Clinton pictured with Jeffrey Epstein's social fixer at Chelsea's wedding | Daily Mail ... Page 6 of 26 Eerdy Ratajkourshi shews off her ample assets as she writhas atound in sheer ingerie for LOVE's testive advent calendar Blutred Lines mosel Phad sex with two worn’, The Affair star Joshua Jackson TPYBAIS dwhk word post work ConvOrmanons with partner Diane Kruger Allin a Gay's wark “Mastly he says nent: Ctaire Danes reveats non Cytus speaks German after attending Kindergarten on Berlin white sha tiled Homejand Selena Gomez snd Niall Roran continue to fuel romance rumors as they're spotted anjoying a date night at Sata Monica Pier Look away Justin Bieber Pance Hatcy's ex Cressida Bonas appears to gu TOPLESS as sho poses in velvet gloves and ditmonds Ter high-end French tashion magazine L'Otticted He's really Gonea! Blake Skhehton performs singi¢ about pursuing dew love in front of gitlfrend Gwen Stefan on The Voice Romantic gosiure Chasting Milian flaghas hee Hat stammach in @ glitzy crop top and skinny 2eans as she parties with pat Vanessa Situmars Cip It Lew singer Lindsay Loban shaws off her figure in sexy bikini and platiern heals as sha lias back ona wall tor shagt io nicturesque Mykones Actross' new protisnost fama iucky, lucky git’ Grey's Anatomy's dessies Capshaw, 19. anneances she is PrEgNANt with net taurth chitd She piays D+ Roovins That's awkward! Peta Wentz jets oul of Los Angeles atter Kim Kardasivian and Kanye West copy his bahy Saint's unusual rane Name was cricized Kim Kardashian and Kanye Wasi's baby san Saint “with NOT appear on Keeping Up With The Kardashzans* Nortn was kept off tre show fcr her fiest yras loo Nicky Hitan and Tony Histiges’s wife Dee Ockeppo wear the SAME dress al Valenting event... and style out fashion faux pas with a frasly kiss Former Maushetcer and American dot contestant Marque Lynche found dead at 34 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 19 of 20 Bill Clinton pictured with Jeffrey Epstein's social fixer at Chelsea's wedding | Daily Mail... Page 7 of 26 She claims in a sworn statement that ne introduced her lo a woman whom he said he had brought Discovered in ais New from Yugostavia ‘to be his sex stave’, York City apartnent py ais roommate Epstein was convicted in 2008 of soliciting sex frum a minor - a minor in the US is someone younger than 78 - and served 13 months in prison. Moving in wilh Bradley? brina Shayk Now, lawyers for four of Epstein's alleged victims are fighting to get a federal non-prosecution Duts her §2,65M twor agreement agains\ Epstein thrown out so he can potentiatiy face criminal charges for allegedly hedecam NYC condo up sexually abusing the women, one of whom says she was only 13 at the time of the assault. hebebadag romance Bizarrely, Maxwell was inilialiy served with a subpoena in September 2009, as she was leaving the Bean gatng since spring Clinton Global initiatives Conference in New York, Risque Jenna Dewan Tatum flashes her sexy lingerie in « sheer corset-style gown as she jowr husband Charming at The Hateful Eight premiere White hot nama! Pregnant Chrissy Teigen yives the cald shoulder to maternity wvar anit heats things up inp uitearshort ess Exeoctne first on id Dancing With The Stars chomp-on Derek Hough shows off nis putt body ay gong shirtless on the peach as he takes a wellearned break in Kawat Make-up tea Rumer Willis hauis tuggage out of LAX following her five-show stint yrth Sway: A Gance Trilogy Da.agnter of Demi Moore and Bruce W Ilis Seems (m an absaiute pleasure to shoot’ Ainy Schumer shares éexy behind-the-scencs loon at har Pirwii Calendar phote session Sre's in the 43ed edition Sarah Psulson culs 4 stylian figure in chic Horad dress as she jows co-stur John Travoits al specisl Amonéan Crime Story sereeniay in New York City Thank Yeezus! Power pacpie: Ghisisine Maxwelt and nowspaper biilonalre Rupert Murdoch, pictured together In at the Fifth Jencitar Lopee rocks. Important Dinner tor Women hostad by Her Majesty Quaen Ranta Al Abdullah, Wend! Murdoch and indra Nony! Kanye West's hard-tain New York in Saptomber 2010 weachoots 6 she gues on a designer shopping Epstein was convicted in 2008 of soliciling sex from a minor - a minar in the US is someone younger spree than 18 - and served 143 months in prison. Tre shows cost $625 Now, lawyers for four of Epstein's alleged victims are fighting 1o get a federal non-prosecution Cisne SheawceuKe agreement against Epstein thrown out so he can potentially face criminal! charges for allegedly his ex Bratt Rossi sexually abusing the women, one of wham says she was only 13 at the lime of the assavit. ‘insisted on unprotected As for Maxwell, bizarrely, she was initially served with a subpoena in September 2008, as she was SLoMtaroenng leaving the Clinton Global Iniliatives Conference in New York, and continues to deny ail allegations to sleep with oifier men‘ made against her. iv explosive court docs Burt Reynolds, 74, appears to clan Charlie Sheen ‘doserves' HIV Secause he misbehaved very badly TY audience watching was OUlAges ‘He's a kinky, weird Quy: Lata Kent ditches James Kennedy ater be shows off sex scratches vo Bravo s Vandecpump Rulers She wasn't impressed Steaiing his Thundert Elsa Pataky puts ons busty display ina VERY shoes low-cut dress us she cuddles up to hubby Chris Hems worth at his movie premiere hitp:/Awww.dailymail.co.uk/news/article-290698 t/Bill-Clinton-pictured-Jeffrey-Epstein-s-... 12/8/2015

Case 1:15-cv-07433-LAP Document 55-9 Filed 03/14/16 Page 20 of 20 Bill Clinton pictured with Jeffrey Epstein's Gossip girls: Ghislaine Maxwell (right) and Gossip Girt actress Kelly Rutherford at an avent to celabrate Anne Netrebko's new album Vardi’, ln New York in Septomber 2013 Share or comment on this article _ a eae 30 Celebrities From The Ivy League Wor Dady Dowd hitp:-//www.dailymail.co.uk/news/article-290698 1/Bill-Clinton-pictured-Jeffrey-Epstein-s-... Jaw Dropping Child Star Transformations|i ViomennFacuenr social fixer at Chelsea's wedding | Daily Mail ... Page 8 of 26 266 Shares 3383 9 Cancer Symptoms You Ara Likely Ta Ignore Ramedinr vietona Seckham cuts a steek silhouette in a bold violet slip dress and satin trench coat tor late aight stap at her NYC showroom Begntering things up Star Waes sequel gets a 2A rating because of scenes af ‘moderate violance and theeat' and “nitd bad language” aning youngest fans will ngad their parents ‘re is so cute!’ Khice Kardashian gushed shout meeting her Nephew Saint West for the First lime One of the first to meet Inds Now arrival Pregnant vanka Truinp adds a touch of class to her bump as she Covers if up wilh an viegant sleewe:ess black number at Valentine avent Stylish Suki Waterhouse nails otf duty nic in blue polka dal trousers aad a chic beret as she enjoys jeisurely strod in NYC Brad oy Cooaer's ex Jennifer Conautly piunips for cinmatist: chic skirt and beats for In The Heart Of Tne Son premiere with husband Paul Bettany Hag a fare date night they're fiens film iiends! Jey sca Gomeés arid Glenn Clase pose for uehmu-the scenes seifie an the set of their new Fick Modes-turrnd avteess Jessica Guines anns to beat poverty in new Chnstmas Gifts Campaign for Australian charity Wortd Viston Spacts Hiustrated nade! Miss Universe hopefuls pull oul aH the stops in jewaiencrusted tisras and aitzy gowns as they dascend on Vegas shead of the glamorous contest Chitd of Destiny! Beyonce shows her star power Came early as she ts sean performing hit saoy Hore from The Wit aged seven in rare atcnive footage Diane Keget leaves o gimpse of cleavage in PeACOCK Inspired gown with plunging mesh neckling 31 opulent Vatentine bash Red carpet glamour ‘Watch Kanye name his hid Saint: Teenager predicted Ihe name of Kim Kardashian's son 6 MONTHS AGO... and now social media is going crazy it’s Sant West! Kim Kardashian and Kanyo reveal heaventy name of their newboru son as internet explodes in 12/8/2015

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 1 of 10 EXHIBIT 5

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 2 of 10 462 IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA CASE NO.: CACE 15-000072 BRADLEY J. EDWARDS and PAUL G. CASSEL, Plaintiffs, vs. ALAN M. DERSHOWITZ, Defendant. VIDEOTAPE CONTINUED DEPOSITION OF ALAN M. DERSHOWITZ VOLUME 4 Pages 462 through 647 Tuesday, January 12, 2016 LtOS Raith A245: Danis Tripp: Score 110 Southeast 6th Street Fort Lauderdale, Florida Stenographically Reported By: Kimberly Fontalvo, RPR, CLR Realtime Systems Administrator www .phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 3 of 10 20 Zell 22 23 24 25 APPEARANCES: On behalf of Plaintiffs: 463 SEARCY, DENNEY, SCAROLA BARNHART & SHIPLEY, Palm Beach Lakes Boulevard Palm Beach, Florida 33402-3626 JACK SCAROLA, ESQ. jsx@searcylaw.com 2139 West BY: On behalf COLE, a1 50 BY: BY: steven.safra@csklegal ae’ 0 Ss of Defendant: P.A,. SCOTT & KISSANE, P.A. Dadeland Centre _ South Dadeland Miami, Florida 33156 Suite 1400 Boulevard THOMAS EMERSON SCOTT, JR., ESQ. thomas.scott@csklega -cCom STEVEN SAFRA, ESQ. (Via phone) SWEDER & ROSS, LLP 131 Oliver Street BY: ore Boston, MA 02110 - com KENNETH A. SWEDER, ESQ. WILEY, REIN 17769 K Street NW Washington, DC 20006 BY: ksweder@sweder-ross.com RICHARD A. SIMPSON, ESQ. RSimpson@wileyrein.com www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 4 of 10 464 1 APPEARANCES (Continued): 2 On behalf of Jeffrey Epstein: 4 DARREN K. INDYKE, PLLC 575 Lexington Ave., 4th Fl. 5 New York, New York BY DARREN K. INDYKE, ESQ. (Via phone) 6 7 On behalf of Virginia Roberts: 8 BOITES, SCHILLER & FLEXNER, LLP 401 E. Las Olas Blvd., Ste. 1200 9 Fort Lauderdale, Florida 33301 BY: SIGRID STONE MCCAWLEY, ESQ. DD smccawley@bsfllp.com 11 12 ALSO PRESENT: 13 Edward J. Pozzuoli, Special Master 14 Sean D. Reyes, Utah Attorney General Office 1S Travis Gallagher, Videographer 20 Zk 22 23 24 2 www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 5 of 10 20 a 22 “9 24 2 D239 Q. Okay. And Ghislaine Maxwell, you are aware, is involved in litigation with Virginia Roberts right now, correct? A. She is being sued by Virginia Roberts for defamation, not for the underlying offenses, which are beyond the statute of limitations, as understand it, correct. Q. And have you spoken with Ghislaine Maxwell about the allegations against her and her denials? MR. INDYKE: Same objection, same instruction. MR; SCOTT: Don"t answer it. 16's privileged. BY MR. EDWARDS: Q. I'm asking about your conversations with Ghislaine Maxwell, who's in a separate litigation, Civil litigation for defamation. Have you personally spoken with Ghislaine Maxwell since these allegations? A. If there's no objection, I will answer. MR. INDYKE: There was an objection. Same objection, same instruction. BY MR. EDWARDS: Q. Is there a joint defense agreement related to the civil allegation -- actions regarding the www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 6 of 10 524 1 defamation actions that involve Ghislaine Maxwell 2 and yourself? 3 MR. INDYKE: Same objection. 4 SPECIAL MASTER POZZUOLI: What's the 5 basis -- can you explain to me what the basis 6 of the objection is -—- and what was the i question? 8 MR. EDWARDS: Has Mr. Dershowitz spoken 9 with Ghislaine Maxwell since the allegations -—10 Since this defamation suit came about as well ai as the defamation suit with Ghislaine Maxwell 12 BY MR. EDWARDS: 13 Q. Let me ask it cleaner. Have you spoken 14 with Ghislaine Maxwell since January 2015? LS MR. INDYKE: Same objection, same 16 LnSstruclion. 17 BY MR. EDWARDS: 18 Q. So that I'm clear, there is a joint Lg defense of the allegations regarding Ghislaine 20 Maxwell that's New York litigation and this 21 defamation case? 22 MR. INDYKE: There's a common interest ZS agreement in effect with respect to the 24 New York case and a common interest agreement 25 with respect to this case. www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 7 of 10 O25 1 BY MR. EDWARDS: Z Q. Okay. Was Virginia Roberts lying when she 3 says that she was taken by Ghislaine Maxwell and -4 MR. SCAROLA: Who negotiated the agreement 5 and when? 6 BY MR. EDWARDS: 7 Q. Is there a common interest agreement in 8 existence with respect to the allegations that have 9 arisen since January of 2015 or that you contend 10 covers that? 11 MR. INDYKE: Same objection, same i Instruction. 13 BY MR. EDWARDS: 14 Q. If there is, who negotiated this 15 agreement ? 16 MR. SCAROLA: Can we have a ruling on Ly propriety? 18 SPECIAL MASTER POZZUOLI: You haven't 19 pushed me, so I let you go. 20 MR. SCAROLA: Can we have a ruling as to 21 whether we get to know whether Mr. Dershowitz 22 is a party to a common interest agreement with Zo Ghislaine Maxwell? 24 SPECIAL MASTER POZZUOLI: Counsel -a5 MS. McCAWLEY: Also, just this is Sigrid www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 8 of 10 20 a 22 “9 24 2 526 McCawley, if any of the individuals on the phone are representing Ghislaine Maxwell, my understanding is the person on the phone is representing Jeffrey Epstein, not Ghislaine Maxwell. That needs to be clarified. MR. INDYKE: Correct. Correct. SPECIAL MASTER POZZUOLI: The answer is correct? MR. INDYKE: With respect to Mr. Epstein, I can tell you there's a common interest agreement with respect to this matter anda common interest agreement with respect to the Ghislaine Maxwell suit in New York. SPECIAL MASTER POZZUOLI: Is Mr. Dershowitz party to that? MR. INDYKE: Mr. Dershowitz is party toa common interest agreement with Jeffrey in this case. And I believe -- I'd have to check, but I believe that that would extend -MR. SCAROLA: We want an answer from the witness as to whether the witness is a party to a common interest agreement with Ghislaine Maxwell. SPECIAL MASTER POZZUOLI: Then ask the question, because I haven't seen the question www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 9 of 10 oe | 1 asked yet. 2 BY MR. EDWARDS: 3 Q. Are you a party to a common interest 4 agreement with Ghislaine Maxwell? 5 A. If there's no objection, I'll answer it. 6 MR. INDYKE: apologize. I thought we i were still operating under the original set of 8 objections. So I will repeat it. Same 9 objection, same instruction. 10 SPECIAL MASTER POZZUOLI: With respect to 11 that question, you can answer. 12 A. My understanding is that I am still 13 Jeffrey Epstein's lawyer. Jeffrey Epstein, 14 understand, has a common interest or joint defense LD agreement with Ghislaine Maxwell, so I have -- my 16 understanding is that I am bound by a common 17 agreement. 18 BY MR. EDWARDS: LS Q. Is this the same common interest agreement 20 that we were talking about from 2005, or is this a 21 separate common interest agreement that has been 22 Signed as a consequence of the lawsuits that have ZS been filed since January 2015? 24 MR. INDYKE: f this is a new question, 25 I'll assert the same objection and the same www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-10 Filed 03/14/16 Page 10 of 10 5238 1 INSU TUCr LOM. 2 SPECIAL MASTER POZZUOLI: And I'm going to 3 overrule the objection. And you can answer 4 Eat: 5 A. My understanding is that it's a 6 combination; that is, it reflects the previous 7 agreement and that there is a new agreement that 8 supplemented the previous agreement. 9 BY MR. EDWARDS: 10 Q. When you say it's your understanding, is a this understanding in writing; meaning, is there a i written common interest agreement that has been put 13 in place since January of 2015? 14 A. I don't know. LD MR. INDYKE: Same objection, same 16 LnSLruction. Ly MR. SCOTT: Can we take a recess when we 18 get a chance? 19 SPECIAL MASTER POZZUOLI: Yes, but I'm 20 going. Oo Anse ruce: you —21 A. I don't know. I don't know the answer to 22 that, whether there's additional writing or not. 23 BY MR. EDWARDS: 24 Q. Last question, then we take a break. Have A you signed any such agreement -www.phippsreporting.com (888) 811-3408

Case 1:15-cv-07433-LAP Document 55-11 Filed 03/14/16 Page 1 of 3 EXHIBIT 6

Case 1:15-cv-07433-LAP Document 55-11 Filed 03/14/16 Page 2 of 3 United States District Court For The Southern District of New York Giuffre v. Maxwell 15-cv-07433-RWS ***Per Local Rule 26.2, the following privileges are asserted pursuant to British law, Colorado law and NY law. DATE DOC. FROM TO CC RELATIONSHIP | SUBJECT MATTER PRIVILEGE TYPE OF PARTIES 2011.03.15 E-Mails Ghislaine Maxwell Brett Jaffe, Esq. Attorney / Client Communication re: Attorney-Client legal advice 2011.03.15 E-Mails Brett Jaffe, Esq. Ghislaine Maxwell Attorney / Client Communication re: Attorney-Client legal advice 2015.01.02 E-Mails Ross Gow Ghislaine Maxwell Attorney Agent / Communication re: Attorney-Client Client legal advice 2015.01.02 E-Mail Ghislaine Maxwell Ross Gow Attorney Agent / Communication re: Attorney-Client Client legal advice 2015.01.02 E-Mail Ross Gow Ghislaine Maxwell Brian Attorney Agent / Communication re: Attorney-Client Basham | Client legal advice 2015.01.06 E-Mail Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest legal advice 2015.01.06 E-Mail Ghislaine Maxwell Jeffrey Epstein, Attorney / Client Communication re: Common Interest Alan Dershowitz, Esq. legal advice 2015.01.10 E-Mail Ghislaine Maxwell Philip Barden, Esq., Attorney / Client Communication re: Attorney-Client Ross Gow legal advice 2015.01.10 E-Mail Ghislaine Maxwell Philip Barden, Esq. Client / Attorney Communication re: Attorney-Client legal advice 2015.01.09 E-Mails Ross Gow Philip Barden, Esq. G. Agent / Attorney / Communication re: Attorney-Client 2015.01.10 Maxwell | Client legal advice 2015.01.11 E-Mail Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest legal advice 2015.01.11 E-Mail Philip Barden, Esq. Ross Gow G. Attorney / Agent / Communication re: Attorney-Client Maxwell | Client legal advice 2015.01.11 E-Mail Philip Barden, Esq. Ghislaine Maxwell Ross Attorney / Agent / Communication re: Attorney-Client Gow Client legal advice 2015.01.11— | E-Mails Jeffrey Epstein Ghislaine Maxwell Common Interest Communication re: Common Interest 2015.01.17 legal advice Privilege

Case 1:15-cv-07433-LAP Document 55-11 Filed 03/14/16 Page 3 of 3 DATE DOC. FROM TO CC RELATIONSHIP | SUBJECT MATTER PRIVILEGE TYPE OF PARTIES 2015.01.13 E-Mail Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest legal advice Privilege 2015.01.13 E-Mail Philip Barden, Esq. Martin Weinberg, Esq. Common Interest Communication re: Common Interest legal advice Privilege 2015.01.13 E-Mails Philip Barden, Esq. Ghislaine Maxwell Mark Attorney / Client Communication re: Attorney-Client Cohen legal advice 2015.01.21 E-Mail Ross Gow Philip Barden, Esq., Agent / Attorney / Communication re: Attorney-Client Ghislaine Maxwell Client legal advice 2015.01.21 - E-Mails Jeffrey Epstein Ghislaine Maxwell Common Interest Communication re: Common Interest 2015.01.27 legal advice Privilege 2015.01.21- E-Mails Ghislaine Maxwell Jeffrey Epstein Common Interest Communication re: Common Interest 2015.01.27 legal advice Privilege

Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 1 of 21 EXHIBIT 7 PART 1

Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 2 of 21 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE No.08-CV-80119-CIV-MARRA/JOHNSON JANE DOE NO. 2, Plaintiff, -vsJEFFREY EPSTEIN, Defendant. Related cases: 08-80232, 08-80380, 98-80381, 08-80994, 08-80993, 08-80811, 08-80893, 09-80469, 09-80591, 09-80656, 09-80802, 09-81092 VIDEOTAPED DEPOSITION OF JUAN ALESSI VOLUME I Tuesday, September 8, 2009 10:12 a.m. - 3:45 p.m. 2139 Palm Beach Lakes Boulevard West Palm Beach, Florida 33401 Reported By: Sandra W. Townsend, FPR Notary Public, State of Florida PROSE COURT REPORTING AGENCY West Palm Beach Office APPEARANCES: On behalf of the Plaintiffs: RICHARD WILLITS, ESQUIRE RICHARD H. WILLITS, P.A. 2290 10th Avenue North, Suite 404 Lake Worth, Florida 33461 Phone: 561.582.7600 reelrhw @hotmail.com STUART MERMELSTEIN, ESQUIRE MERMELSTEIN & HOROWITZ, P.A. 18205 Biscayne Boulevard, Suite 2218 Miami, Florida 33160 Phone: 305.931.2200 ssm@sexabuseattorney.com ahorowitz @ sexabuseattorney.com WILLIAM J. BERGER, ESQUIRE ROTHSTEIN ROSENFELDT ADLER 401 East Las Olas Boulevard, Suite 1650 Fort Lauderdale, Florida 33301 Phone: 954.522.3456 bedwards @rra-law.com KATHERINE W. EZELL, ESQUIRE PODHURST ORSECK, P.A. 25 West Flagler Street, Suite 800 Miami, Florida 33130 Phone: 305.358.2800 rjosefsberg @ podhurst.com kezell@podhurst.com ADAM J. LANGINO, ESQUIRE LEOPOLD KUVIN 2925 PGA Boulevard, Suite 200 Palm Beach Gardens, Florida 33410 Phone: 561.515.1400 skuvin @leopoldkuvin.com (561) 832-7500 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) On behalf of the Defendant: ROBERT J. CRITTON, ESQUIRE BURMAN, CRITTON & LUTTIER 515 North Flagler Drive, Suite 400 West Palm Beach, Florida 33401 Phone: 561.842.2820 rcrit@bclclaw.com mpike @bclclaw.com EXHIBITS NUMBER Exhibit number | Exhibit number 2 Exhibit number 3 Exhibit number 4 Exhibit number 5 DESCRIPTION Photographs 45 Transcript 130 Incident Report 137 Incorporation Papers 149 Incorporation Papers 150 1 PROSE COURT REPORTING AGENCY, INC. (Pages 1 to 4) (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

oarAan ®F WN FP (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 PROCEEDINGS Deposition taken before Sandra W. Townsend, Court Reporter and Notary Public in and for the State of Florida at Large, in the above cause. VIDEOGRAPHER: Today is September 8, 2009. The time is 12 minutes after 10:00 in the morning. This is the videotaped deposition of Juan orAtrawn BF WN FE Alessi in the matter of Jane Doe number two versus Jeffrey Epstein. This deposition is being held at 2139 Palm Beach Lakes Boulevard in West Palm Beach Florida. My name is Stan Sanders. I'm the videographer representing Visual Evidence, Incorporated. Would the attorneys please announce their appearances for the record. MR. WILLITS: Richard Willits, representing Carolyn Andriano. MR. BERGER: William J. Berger, representing E.W., L.M. and Jane Doe number two. MR. MERMELSTEIN: Stuart Mermelstein of Mermelstein and Horowitz, representing Jane Does numbers two through eight. MR. LANGINO: Adam Langino, on behalf of B.B. Page 6 MS. EZELL: Katherine Ezell from Podhurst Orseck, on behalf of Jane Does 101 and 102. MR. CRITTON: Bob Critton, on behalf of Jeffrey Epstein. THEREUPON, JUAN ALESSI, having been first duly sworn or affirmed, was examined and testified as follows: THE WITNESS: I do. DIRECT EXAMINATION BY MR. WILLITS: Q. Good morning, sir. A. Good morning. Q. Tintroduced myself through the videographer. My name is Richard Willits. A. Okay. Q. I represent a young lady by the name of Carolyn Andriano. Okay. Is that name familiar to you at all? . Whose name? . Carolyn Andriano. Do you recognize that name? . No. . What is your residence address, sir? . My address is 6791 Fairway Lakes Drive, 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 3 of 21 Page 7 Boynton Beach, Florida, 33472. Q. Allright, sir. Did you ever work for Jeffrey Epstein? A. Yes, I did. Q. In what capacity? A. Everything. I started with Jeffrey Epstein around 19 -- please bear with the dates because I trying -Q. Sure. A. --toremember. 1969 as a part-time maintenance guy. And then I become a full-time employee, I think it was January 1, 2 -- '91, '92, so'92. Sorry. You said you started in 1969? That would No. No. No. No. No. Okay. ‘99, 1999? Yeah. . Allright. And how did you happen to get that| job? Was it through an employment agency -A. No. Q. -- or an ad in the paper? A. Ihad a company at that time used to take care Page 8 of a lot of residents in Palm Beach. And I got to know Jeffrey through Lesley Wexner. And I used to work in about 20 different, 20, 25 different homes in Palm Beach as a maintenance guy. Q. Okay. A. And I have basically my own company and I do repairs for them. I did home sit in for them. Q. And what was -- did you work for Jeffrey Epstein? What was your position when you started? A. When I started, he hire me to -- he just bought the house. Q. I'm sorry? A. He just had bought the house -Q. Okay. A. through Mr. Wexner's references to do repair works. And basically what I did the most was taking walls apart, -- where he live on El Brillo. And he hire me windows and stuff that he didn't want to have it, -Q. Isee. A. Q. And when you started working for Mr. Epstein, were you still working for other people in Palm Beach? A. Yes, I did. Q. Okay. And about how long a period of time did -- fix it. you do this type of work for Mr. Epstein, the 2 (Pages 5 to 8) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

OarANnanA OF WN FP (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 9 maintenance and taking out walls? A. It was couple months. It was couple months before. And what was the name of your company? Alessi Maintenance. And how were you paid? By him? Yes. Usually by check or cash sometimes. Do you know what company actually paid your company? A. It was Jeffrey Epstein and Company. Q. So you said you had that position for a couple of months. What happened next? A. Then Mr. Epstein asked me to, if I wanted to be his employee, because I was going from one house to another house to another house, one hour here. I was just running around Palm Beach all day. So he asked me if I would just work for him, exclusively for him. Q. Okay. A. And we agreed with the terms and I become a full-time employee as a maintenance guy. And I was taking care of everything, as far as maintenance. oaorAtawn BF WN EF Page 10 Then my job changed little by little to house man, estate manager, and then to a majordomo. Q. Okay. When you first agreed to terms with Mr. Epstein and you first started working for him full time, what were those terms, do you remember? A. The terms is basically was how much -- he asked me how much I was making in all the properties. And I says, well, I make this -- this amount of money. And he says, fine. Q. And how much was that, did he pay you? A. Around $45,000. I think I started with 45. Q. Okay. And when you started to work for him as a full-time employee, did you have anybody that you reported to or did you deal directly with Mr. Epstein? At the beginning with Mr. Epstein, directly to Did that change? . Later on, yes. . And how did that change? . When Ms. Maxwell, Ghislaine Maxwell came to the picture. Q. Okay. About when was it that she came into the picture? A. Exactly date, Icannot remember. But it was 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 4 of 21 Page 11 about seven months before -- after I become a full-time employee. Q. Okay. And how did Ms. Maxwell come into the picture? It was his girlfriend, his main girlfriend. Okay. Had you known her before she became -No. -- your -Never know her before. I'm sorry. I didn't get a chance to finish my question. Would you have referred to her as your supervisor or your superior or what would you have called Mrs. Maxwell? A. Lused to call her Ghislaine. Q. Okay. And how was it explained to you that you were now to deal with Ms. Maxwell, as opposed to Jeffrey Epstein? A. She would tell me, Iam going to take care of the house. Q. Okay. That was explained to you by Ms. Maxwell? A. Uh-huh. Q. Is that a yes? A. Yes. Page 12 Q. And when Ms. Maxwell started assuming responsibility for the house, did your duties change at that time? A. Not much. Q. Okay. A. Not much. Q. And at that time when Ms. Maxwell started taking responsibility for the house, what were your duties? A. Basically I was still doing the maintenance work. Q. Okay. A. Was doing -- they were trying to remodel the home and they would told me, okay, tear down this wall. We want to see how it's going to look. Or put this windows and tear down -- we had a fishing tank. We took it out -- I took it out. A kitchen on the second floor. I took it out. So it was basically dismantling the house. Q. Okay. And about how long a period of time did that project last? A. I would says, six to seven months. Q. Okay. And after the remodeling slacked off or stopped, did your duties then change? A. Yeah. Increasingly they change. 3 (Pages 9 to 12) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

ora oOo FPF WN EB (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 13 Q. Okay. Who -A. Periodically. It didn't change from one day to another. Q. And who would tell you that your duties were increasing? A. Either Mr. Epstein or Ms. Maxwell. Q. Okay. And how did your duties increase? A. In-- I become more -- more involved in the daily running operation of this home. This home was ru like a hotel basically. Q. Okay. Were you given any manuals or rules or procedures that you had to follow? A. At the end of my stay, yes, I was. Q. Okay. At the end. And I'm going to jump to the end now and then come back. What was it that you were given at the end of your stay; what kind of papers or manuals? A. It was amanual. I can't rrmember how many pages, but it was quite thick manual that was -- that was done by estate manager, that she will manage all -all the properties. And that was also to be in force in Palm Beach. Q. Isee. Do you still have a copy of that manual? A. No, I don't. arAyoajuw ws WN EF Page 14 Q. Do you have any papers whatsoever that were prepared while you were working -A. No. Q. -- for Mr. Epstein? A. [left everything in there. Q. Did you make any diary notes yourself or any notes for your own private use while you worked for Mr. Epstein? A. No, sir. The only thing I have is my separation agreement. That's it. Q. Okay. Did you bring that with you today? A. No, I didn't. Q. Okay. Did your duties ever include taking telephone messages? A. Yes, sometimes. Q. And when did that start approximately? A. When I move from the outside to the inside of the house. Q. Allright. A. I-- when I start the position, I never had an apartment in the house. And when I definite they want me inside to run the house, I had an apartment. I have a small service quarters in the house, inside the house. Q. Okay. And when you say, outside the house, do you mean outside the property or were you -- or were you 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 5 of 21 Page 15 living on the property, but outside the house? A. Iwas living in the property. No. No. No. I was working outside the property. Q. Yes. A. And because it was multiple jobs that I had to do. Q. Okay. A. Had to do with the pool, the service, the landscaping, taking care of that. I didn't do it myself, but I have people working for me. Q. Okay. Approximately when was it in relationship to Ms. Maxwell taking over the responsibility of the house did you then move inside the house? A. I will says, after it was done, a big renovation, when architects and engineers. And that wag after I did the breaking down of this renovation, they hire architects, they hire decorators and engineers, and did the -- they did the work. It was a big renovation, one of the renovations. And then they make our quarters. They even built our -- my quarters in there. Q. When you said "our," was there someone else who had quarters there, too? A. About three years later, after I start Page 16 working, my wife came to help me. Q. Isee. And are you able to describe for me where the quarters were, like, what floor? A. Yes. It was in the second floor and the -let me trying to remember -- northeast corner of the property. Northeast corner, yes. Q. Did anyone else work for Mr. Epstein while you were working for him there at the house? A. During the whole time? Q. Yes, sir. A. Yes. Q. Allright. When you first started there, there was no one else? A. When | started there, was a -- it was a Jamaican girl that she was doing the cooking. Q. Okay. Do you happen to remember her name? A. No. Q. Allright. A. She worked for couple months. Q. Isee. All right. When did any other employees begin to work for Mr. Epstein while you werd there? A. They hire chefs. There was mostly European chefs. It was an English chef, but I cannot -- Rupert. I know his name was Rupert. A french chef that was 4 (Pages 13 to 16) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

OAarANaA OF WN FE (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 17 Didier. A kid from New York who was a chef, also. But they were one after another one. They were hiring chefs when I doing -- sometimes I did most of the cooking. When they wanted to bring their chef, they bring their chef in their plane. And the chef will stay, will work there and then will travel with them. Q. Were there any other employees that worked for orv7yoawn &® WN FEF Mr. Epstein while you were worked for him, that you kno of? A. No, except my wife. Q. Did you know a lady by the name of Sarah Kellen? A. Sarah, yes, Ido. Sarah Kellen came at the end of my stay there, probably two or three months before I left. Q. Okay. Did she do any work for Mr. Epstein, that you know of? A. Yes. She was a -- I don't know her deterrent, but she was an assistant to him or to her. I don't know. Q. Allright. There is a -- I've seen a reference in -- and the spelling has changed in my various references -- is there a N. or N.? Do you recognize that name? A. N. Q. N. A. N. Yes, [know N.B. Q. Want to take a chance at spelling that last name? A. I think it was B. But she was not an employee. She was a guest. Q. Was she a full-time guest? A. No. Q. When would she visit? A. She was a girl that was very, very talented. Mr. Epstein help her become an actress. Now she's a movie actress and she's in a soap opera. She came with her mother to the house. And she -- he help her come up with her career. Q. Okay. Do you -- are you familiar with any other individuals by the name of N. or N. who worked fo Mr. Epstein? A. No. Q. After the renovations were complete, did you have access to the entire house while you worked for Mr. Epstein? A. Absolutely, yeah. Q. Was there any particular portion of the house that was denied access by -- to you? A. No. 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 6 of 21 Page 19 Q. Were there any photographs of nude females in the house while you were there? MR. CRITTON: Form. MR. WILLITS: What's the matter with that form? MR. CRITTON: Overly broad. Nude? You mean, completely naked? MR. WILLITS: However you want to interpret it. THE WITNESS: Excuse me. Can you repeat that again? MR. CRITTON: Form. BY MR. WILLITS: Q. Yes. Were there any photographs of nude females in the house while you worked for Mr. Epstein? A. Yes. Sometimes I saw nude photographs. Q. Are you able to describe where you saw those, where in the house? A. Most of the times those photographs were taken by Ms. Maxwell. And they usually are her desk. And shd kept a big album. Q. Do you remember any pictures of nude or partially unclothed females on the walls at Mr. Epstein's house? MR. CRITTON: Form. Page 20 BY MR. WILLITS: Q. He's just making objections for the record that he can take -- he will take it up with the Judge later on. Okay. . You don't need to worry about -. Yes, it was. It was pictures of partially And where were they? . Most of the times they were in the pool. . How about on the stairway? . No. On the stairway there were no pictures when I was there. Q. How many stairways were there? A. It was the service stairway that is very narrow coming from the service quarters to the kitchen And the main stairway, that it was quite wide and to the second floor. Just those two. And also there was a stairway outside through the pool to the balcony upstairs. Q. And do you have a recollection of pictures of any females whatsoever on either of the inside stairways? A. No, I don't. 5 (Pages 17 to 20) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

arANnan oF WN FP (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 7 of 21 Page 21 Q. What is your understanding, sir, of the -- a reference to a girl, as opposed to a woman? Are you familiar with the term, girl? A. Of course. Q. Are you familiar with the term, woman? A. Iinterpret most a woman, a married woman, a married person. Q. Are you -- how would you describe a 14 year old, a woman or a girl? A. A girl, of course. Q. How would you describe a 16 year old, a woma ora girl? A. Again, I don't know. Iam not -- I don't think I can tell you exactly she is 14 or 16. Q. But if you knew -A. Sixteen, I would think is a girl, of course. Q. Were there ever any visitors to the Epstein house that you considered to be girls, as opposed to women? A. Yes. Yes. I think I would says, I never check her i.d. Q. Right. A. Or Iwas not told to check i.d.s. -Q. Of course. A. -- on these girls. But one, I would says, Page 22 N.B. was very young because she was in high school. And sometimes either I pick her mother and herself from her house or I pick her from The School of the Arts or the ballet place, ballet in West Palm Beach. I can't remember exactly what that place is, the name of the place. Q. Did you give -- provide transportation for any other females while you worked for Mr. Epstein? A. Occasionally, yes, I did. Q. Do you happen to remember the names of any of those females? A. Iremember one, specifically one. It was V. Her name was V. I can't remember her last name, but I think it was P. I'm not sure. I can be wrong on that. Q. And how many times did you provide transportation services for this female? A. Whenever I had -- I been told. Whenever I was told to go get them or bring them back to their house. Q. Did you consider V. to be a girl or a woman? A. Again, I think it was a woman, from myself, her dressing and her -- I think it was -- again, I don't know if she was 16, 17 or 18 or 19, could have been. But she was not -- I never pick her up from a school or anything like that. The only girl that I picked up from the school was N. arAaj oF WN EF OarANnaA OF WN EF NNNNNNRPRPRPRPRPP PRP BEB OB WNFOODADNAOHKWNR OW 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORT] [NG AGENCY, Page 23 Q. Okay. Do you remember any other females being present at the house, other than the females that you've mentioned, which were N., her mother, Sarah Kellen, V. Were there any others that you -A. Many, many, many, many, many. Q. When did you first -MR. CRITTON: Can I just have the last question read back? MR. WILLITS: Of course you can. MR. CRITTON: Please. MR. WILLITS: But only once. MR. CRITTON: That's all I need. MR. WILLITS: You sure. Go ahead. (Previous question was read.) MR. CRITTON: And can I just ask for a clarification from you? Are you going to use -- if you use the word woman, are you -MR. WILLITS: I said, females. MR. CRITTON: No, no, I understand. But in the future if you use woman, does that mean, at least to Mr. Alessi, that that's married, and if it's a girl she has to be 14 or 16? Because that's how you asked the question. MR. WILLITS: All I'm going to talk about is females. MR. CRITTON: Okay. MR. WILLITS: And ask -MR. CRITTON: I'll be alert to the questions then. MR. WILLITS: All right. So you don't need to sleep through the next few questions. MR. CRITTON: I don't sleep at all. MR. WILLITS: All right. Now I'm totally confused. BY MR. WILLITS: Q. When did you first become aware of females visiting the Epstein house? Since I know him. During the renovations? Yeah. Were there -Before the -- before Ms. Maxwell. Okay. Allright. Let's use that as a milepost. Before Ms. Maxwell -A. Before it was Ms. Maxwell, it was only one woman that it was Mr. Epstein's girlfriend. And her name was Dr. -- she was a doctor of medicine -- Eva Anderson. And I really liked this girl. She was very 6 (Pages 21 to 24) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

orton oF WN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 25 nice, nice person. Q. Did you say Anderson or Underson? A. Anderson, A-N. Q. A-N-D-E-R-S-O-N? A. Yeah. MR. BERGER: What was her first name? THE WITNESS: Eva. BY MR. WILLITS Q. Before Ms. Maxwell assumed responsibilities for the house, were there any other female visitors to the house, except for Dr. Eva Anderson? A. No, not that Iremember. She was one. Q. Allright. After Ms. Maxwell assumed responsibility for the house, do you recall any female visitors? A. Many. Q. When did that start in relationship to when Ms. Maxwell assumed responsibilities? Immediately. Were there visitors who came back more than arya oF WN EF Yes. And when I say, "visitors," I mean, female? And males. I'm only interested in females. Mr. Critton Page 26 may be interested in the males. I'm not sure. Did you have any information as to where these visitors came from? A. They were mostly European girls. Q. And when you say, "girls," do you mean 14 to 16, -A. No. Q. -- or do you mean females? A. They all were, I would says, under -- over 20 years old. Q. Okay. And it has been explained to us in another deposition that sometimes females travelled wit Mr. Epstein. A. Yes, they did. Q. Are these females that you are referring to, did they travel with Mr. Epstein or did they get to the house in other ways? MR. CRITTON: Form. THE WITNESS: Both. BY MR. WILLITS: Q. Both. Okay. Were you aware of any female visitors to the Epstein house from the local area of Palm Beach County? A. Yes. Q. How -- and why did you become aware of that? 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 8 of 21 Page 27 A. Because they were local. Some people, they live in Palm Beach. Some of these girls, they live in Palm Beach. Q. How did you know that? A. They become friends. Q. Okay. Do you happen to remember the names of any of those friends? A. Iremember there were some girls that come multiple times and they're usually there for dinners or lunches. One was G.B., G.B. Q. Okay. A. I think she was a -- she used to work for Stanley, Morgan Stanley. My son work at that time samq person. Q. Okay. A. Try to remember names, but there were a lot of visitors in the house, a lot of female visitors. Q. Are you aware of female visitors to the house who were there to perform massage services? A. Yes. Q. Do you recall the first time that you observed a female come into the Epstein house for the purposes of, massage? A. I don't recall that. Q. How many different individuals came to the Page 28 Epstein house for the purpose of massage, as far as you understood it? A. In the -- I would says, between 50 and a hundred different persons. Q. Do you happen to know any of those names? A. Iremember couple names. Q. Okay. A. And the last name I asked -- I going to tell you there were girls that come multiple times and there are girls who come one times and that was it. Of the multiple time the girl -- the girls come to the house -- "girls," again, mean -- I'm going to refer everybody as girls. Q. Okay. But you don't necessarily mean under the age of 18 when you say -A. None of these girls were under the age of 18. Then again, I don't know. They could have been 18 or 19 or 20 or 25. I don't know. But they were all masseuses and they came to the house. One of the names that I remember was D.D. Q. That's D.? A. Uh-huh. D. I think it was. So many. J., A.,C., J. There were also massage therapists from Europe. They sometimes travel with him in the plane. 7 (Pages 25 to 28) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

arANnan oF WN FE (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 29 And some just names that I cannot -- I cannot go on. Q. Sure. How did you know that D. or J. were there for purposes of a massage? A. Because I was told to either Ms. Maxwell will call, I will call or Mr. Epstein will told me, call this girl at that time. Sometimes it was 1:00 in the morning. Sometimes it was within the afternoon. Sometimes it was after the movies. They usually go intc a movie every night after dinner. And sometimes were girls that come at 10:00, 10:30. Q. How would you know what number to call? A. Thad a list. Q. Okay. Was this a list that you prepared or was given to you? A. Thad a list that it was in my Roladex. Q. Okay. So as part of your job there was a Roladex? A. Yes. Q. Who put the information on the Roladex? A. I think I did most of the times or I was given a piece of paper, says, call this girl, put a number. And I will call her. And if she was coming back, then I'd put her as a regular massage therapist. Q. Do you know how these females would be transported to the Epstein house? oaorAtnanwn BF WN EF Page 30 A. Ninety-nine percent they -- they would drive their own cars. Q. And when they did not drive their own cars, how -A. Some, they were transported by the boyfriends or the husbands and they wait outside. Q. How about, are you aware of any of the females being transported to the house by virtue of a taxi? A. I think it was an occasional time that I have to send a girl in a taxi, if I was going to be busy for transporting them. Q. Did you ever provide transportation to any of the females who were there for purposes of massage? A. Yes, I did. Q. Okay. Do you remember where you went? A. Iremember specifically on V., -Q. Okay. A. -- that she used to live with her boyfriend in Royal Palm Beach. Q. All right. A. And when she went the first time, she -- she went by herself. I never had to bring her back. But later I was told by Mr. Epstein to go and pick her up. And she give me the -- or he give me the address and the phone, so I call her and I went and pick her up from 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 9 of 21 Page 31 Royal Palm Beach. She had -- she was living with a boyfriend and another person in this apartment complex in Royal Pal. Beach. Q. Okay. Do you happen to remember any other areas of the county where you transported any of the females? A. I transport her -- one back to a house in Jupiter. Q. Okay. A. That's what I can remember now. Q. Did you ever speak to any of these females that you have mentioned -- let's talk specifically about the ones that you have named, D., J., A., C., J. -about what they did there at the Epstein house? A. No. They did massage therapy. Q. And how did you know they were actually providing massages? A. Most of them, they had business card and they left me business cards. And some of them asked me to call them to provide them work. And I says that was not my job. My job was to call whoever they wanted. Either when she -Ms. Maxwell want a massage, she will told me, I want a massage at this time with this person. Page 32 Q. Uh-huh. A. Or Mr. Epstein will call me and he says, get this girl at this time. So it was not my job to pick and choose these girls. Q. Did you have anything to do with paying any of these females? A. Occasionally, yes, I did. Q. Can you describe that? A. The most -- the regular girls that came to the house, sometimes they got paid once every night or every day or I knew them and they would just say, just keep a tab of the hours and I will pay amount at the end of the week, Q. And how were they paid, by cash or check? A. Most of the times, I would says, 95 percent of the times I was paid by check. . Imean, the females? . The females, -. The females were paid? . -- I would pay them by check. . Out of what account? . Iwas -- I have an account that I was from the bank for Jeffrey Epstein and my name was on it. I would sign the checks. I will make a copy of a check. I will 8 (Pages 29 to 32) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

amarATNAaA O BP WN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 33 make the girl sign a paper that they receive check for $500 for five massages. Q. And do you remember where that -- what bank that account was with? A. I think Palm Beach National Bank on Worth Avenue. Q. Did you ever have any occasions to make deposits to that account? A. Yeah. Q. Where would the cash or checks come from to make deposits? A. Checks. There was checks, big checks for Mr. Epstein. Matter of fact, one time I was so scared. It was a couple million dollar checks that I -- he told me to go and deposit. Q. You said that usually these girls were paid by check. Were there occasions when the females would be -A. Q. A. John? orvAa oF WN FEF There were occasions --- paid by cash? -- where the girls says, do you have any cash, They were asking for cash. I says, let me take a look. So I check my petty cash box that we have for the house for the Page 34 expenses. And if I have it, I pay it. If not, Mr. Epstein will pay. Q. Did you ever have any concerns that any of the females coming to the Epstein house for the purposes of massage might be under the age of 18? A. No, because I never saw younger, young, young girls. And mostly that I was told they were massage therapists. Q. Told by who? A. By Ms. Maxwell or Mr. Epstein. Q. Did you ever have any dealings with Sarah Kellen about the females who came to provide massage services? A. No. Sarah Kellen came about, I would says, the most two months before my departure. Q. Okay. Do you think that you would be able to recognize any of the females if you saw them or their pictures? A. Pictures? Yeah, I think so. Q. Did you ever have any discussions with any fellow employees about the females who were coming to provide massage services? A. No. Q. At the time that you left -A. Yes, sir. 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 10 of 21 Page 35 Q. -- the employment of Mr. Epstein, who were the other employees? You mentioned Sarah Kellen. Anybody else there? A. The chef, but the chef also work in Europe, so he was travelling with him. Q. Right. A. He hada room. Then it was another renovation of the house in the middle -- about a year and a half before my departure. And there was a house built for the -- away from the -- from the main house. It was a service house. There was couple rooms in there with a kitchen and a living room. So he will have a room in there, the chefs. Q. Okay. Does the name L. ring a bell? A. No. Never saw her. Q. Do you recognize the name Joe Joe as somebody who worked for Mr. Epstein? A. Joe Joe? Joe Joe, as far as I knew, it was -I met him. He was the house man in New York. Q. Okay. A. It was him and his wife -Q. Allright. A. -- that were the people, they handled the house in New York. Page 36 Q. Did you ever personally observe a massage taking place in the Epstein house? A. Never. Q. Did you ever have occasion to clean Mr. Epstein's bedroom after a massage? A. Every time. Q. Did anyone assist you with that? A. Sometimes. Q. Who would be -- who would assist you? A. Depends on the day of the hour. Sometimes the cleaning crew that we had, if it was the right date, the right time, they will go out and clean up. But most of the time I was involved. I was the one. Q. Did you ever observe any vibrators in Mr. Epstein's bedroom after a massage? A. Yes, I did. Q. How many? A. Two. Q. How many massage tables were there at the Epstein residence while you worked there? A. It was permanent massage tables or we had tables for every room of the house. So it was about the blue room, the red room. It was a massage table for thd balcony. It was on Mr. Epstein's bathroom, Ms. Maxwell's bathroom. There was Ms. Maxwell's 9 (Pages 33 to 36) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

orAatnan ose WN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 11 of 21 Page 37 bathroom was in the same quarters, his quarters. So we had quite a bit of expensive tables. Q. Did you ever get a massage while you were working for Mr. Epstein? A. I wasn't that lucky. Q. Okay. I'm sorry. A. I don't want to lie. Yes, I did. By a guy. It was a -- occasionally it was male massage therapists there, there were called. They did massages for Mr. Epstein and Ms. Maxwell. And one time I had some pains in my back and I was given as a gift. Q. Now, there came to be an incident where you were arrested that caused you to be terminated from Mr. Epstein? A. No. Q. Were you terminated from Mr. Epstein's employment? Yes. Did you promise to pay him back some money? Yes. Did you make all the payments? Yes, I did. When was the last time you made a payment? I made a payment immediately, the same OAarAan FF WN FE payment, same amount. Q. The full amount? A. Full amount. Q. Okay. It wasn't a payment plan? A. No. MR. WILLITS: I don't have any other questions. You want to take a short break? MR. CRITTON: Would you like to take a short break? THE WITNESS: I'm fine. VIDEOGRAPHER: Off the record, 10:56. (Brief recess.) CROSS EXAMINATION BY MS. EZELL: Q. I'm Catherine Ezell. I want to ask you a few questions about some things that came up during your deposition, your earlier questioning in this deposition. A. Okay. Q. The book of policies that you mentioned that was there by the time you left, I just wanted to clarify, was that done by somebody in Palm Beach to be used by different households in Palm Beach or was it done by someone employed by Jeffrey Epstein to apply to all the homes he -A. Yes. 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Q. The latter? A. The latter. Q. What, if anything, can you remember or tell us about your separation agreement? A. It was basically an agreement between him and myself that we will leave after all those years of service. And I regret to agree with the amount, but it was $30,000 for me and $20,000 for my wife. And it was -- he give my wife the car that she usually drive. It was a minivan, Chrysler minivan, as part of the -- as part of the separation. She loved that car and she did all the shopping, it was done in that car. So Mr. Epstein was kind enough to give her the car. The rest of the stuff is, was mainly lawyer stuff that you can't understand. But basically that was it. And that it was a part that I think I can -- I would says, it was more or less that I will not sue him later or he cannot sue me for any reasons or -- and it was like a confidentiality issue in that separation agreement. Q. And do you understand that in this instance you are subpoenaed under the power of the Court? Page 40 A. Absolutely. Q. And that would include matters that would otherwise be confidential? A. Can you repeat that again? Q. Yeah. Do you understand that because you're under subpoena by the Court to give your testimony, -A. Today. Q. -- truthfully -- yes. A. Uh-huh. Q. That the confidentiality agreement would not control; the Court's subpoena -A. Oh, yeah. Q. -- controls? A. Tunderstand that. Q. You mentioned Ghislaine Maxwell did photo shoots and kept an album? A. Yes. She was fanatic about photographs -camera. She had a whole bunch of different cameras and she took all the pictures all over. Q. Did you ever observe her doing a photo shoot of V.? A. No. Q. Did you ever observe her doing a photo shoot of any of the other young women whose names you mentioned? 10 INC. (Pages 37 to 40) (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

onryarnan owt WN EF (561) Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 12 of 21 A. Young woman? Q. Yes. A. No, Ican't remember. I know that she went out and took pictures in the pool because later on I would see them at the desk or at the house. And nude -- 99.9 percent of the time they were topless. They were European girls. They were -Q. You stated that you believe V.'s name was P., but you weren't sure? A. Not sure. Q. Could it have been R.? A. R., yeah. Yeah. Could have been. Q. I want to show you a picture and have it marked as an Exhibit to this deposition. MS. EZELL: And did we have the agreement beforehand that we've been having all along that we're just using initials and not names? MR. WILLITS: My client has waived the confidentiality as to herself. But I certainly agree as to everybody else. MR. LANGINO: As do I. MS. EZELL: Is that okay? MR. CRITTON: That's what we agreed to on the last. MS. EZELL: Right. Page 42 MR. CRITTON: For the court reporter, at least, in terms of the -- I guess in terms of the transcript she gives to us, if you would just use a first initial and a last initial. MR. WILLITS: So when you ask about V., it would be V.R. is what the court reporter would write down? MS. EZELL: Right. MR. CRITTON: But make sure everybody uses the full name, because that way we'll have two initials. MR. WILLITS: When they speak, but she's going to write it down as initials. Is that what you're saying? I'm confused about everything. MR. CRITTON: The reason is, is there may be 25, you know, there may be three V.s. So if you just mention V. and it just shows up as a V., it won't make sense. So ergo you need to do that. But Carolyn Andriano, his client, she gets the whole megillah. MR. WILLITS: Right. MR. BERGER: How is it preserved that we're talking about your client? You gave her full name a minute ago. How is it preserved if she's -- the court reporter is going to change the full name to oarAtnann BP WN EF 832-7500 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, INC. Page 43 V.R.? Obviously the tape preserves it. We're not asking the tape gentleman to edit it. MS. EZELL: Right. MR. BERGER: So how is it preserved that V.R. means your client's full name? MS. EZELL: Well, we had just agreed in previous depositions that that's the way it would read. The written transcript would not have the full name, but would just have the initials. MR. BERGER: I'm not so sure that constitutes an identification by Mr. Alessi that's going to be clear. But this is the first deposition I've attended, so I'm not sure if I'm -- if what I'm saying has been dealt with or not. MR. MERMELSTEIN: I think we're working on good faith. Mr. Critton is agreeing that the name -- and I don't think anyone's going to come back later and say, oh, you meant Vince Robinson o anything like that, so... MR. BERGER: Well, I'm not -- I'm not talking about Mr. Critton. Bob Critton I have the full trust in. I'm just talking about a jury watching this or reading this transcript believing that Mr. Alessi has accurately identified one of these victims. That's all. I don't know if you've all Page 44 thought about that. MS. EZELL: Well, for one thing, the jury might, if they're -- if they're hearing or reading his testimony, they most likely would be seeing the video, which would have the full name. Unless the Judge allows us to block out names and we haven't come to that point. MR. MERMELSTEIN: I think the idea at trial, V.R., if it's read to the jury would become then V.R. It would be read as V.R. But if it's filed with the Court, this transcript, it will be V.R., and that way it doesn't have to be redacted. MR. WILLITS: As I also understood it, if there would be any question at all, we could simply ask the court reporter and she would say, according to my notes, V.R. is Virgil Robinson and not -- or whatever her notes show. Wouldn't she be the fina authority? MS. EZELL: Well, she would certainly have that record. MR. CRITTON: You could listen to the tape. It would be pretty easy. I think we're making it a lot more complicated than it need be. MR. WILLITS: For once, I agree. MR. CRITTON: I think it will be all right. 11 (Pages 41 to 44) (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

ory n ost WN EF (561) Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 13 of 21 Page 45 MS. EZELL: I'm going to ask -- I don't know whether you've still been serially designating Exhibits or whether we're doing them separately for deposition. MR. CRITTON: I think we cannot trust that people will do them serially. I'd do them with each one. MS. EZELL: Then would you mark this, please, as Exhibit | to this deposition. And I'm just going to state on the record that I will keep that original. We will not attach it to the deposition. (Exhibit number | was marked for orAa oF WN FPF identification purposes and retained by Counsel for the Plaintiffs.) THE WITNESS: Yes, that's -BY MS. EZELL: Q. Can you identify that -- the young woman in those pictures? A. Yes. Q. Who is it? A. That's V. -- V. Now that you says R., that is V.R. definite, a hundred percent. MR. CRITTON: Let me just note my objection, as I did in A. Rod's deposition or Mr. Rodriguez's Page 46 deposition, that I know you're going to confiscate Exhibit number 1. I think it's inappropriate. I think I should be allowed to have a copy of Exhibits that are being used in deposition. But I'll file a motion with the Court so we don't get into a pulling match over your Exhibits. MR. BERGER: I would ask that the court reporter initial that. MS. EZELL: Sure. Oh, you did? MR. WILLITS: She marked it. MR. BERGER: Did she put her initials or did she just put a number or a letter? MR. CRITTON: She's nodding that she did everything that she usually does, which means, initials, date and number. MR. MERMELSTEIN: You can talk. MR. WILLITS: But when you talk, use your initials. BY MS. EZELL: Q. How old did you think V.R. was at the time she began coming to Mr. Epstein's home? A. She could have been 17, 18, 19. Q. Could she have also been 15? MR. CRITTON: Form. 832-7500 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Page 47 THE WITNESS: Could have been. But, you know. I am not -- I don't think I am a very good judge of ages. If you ask me how old you are, I really couldn't tell you. MR. CRITTON: Kathy thinks she's 25. MS. EZELL: In my dreams. THE WITNESS: Now, again, I must tell you, I was never told to check any i.d.s on any of the people who work at the house. BY MS. EZELL: Q. I understand that. And, so, I think I'm just trying to establish that you didn't consider it part of your job description to worry about or consider the ages -A. No. Q. -- of the young women that came there? A. Absolutely not. Absolutely not. Q. And, so, you never really focused on that or particularly thought about it if they seemed young? MR. CRITTON: Form. THE WITNESS: I don't -- I didn't see that many young girls, you know, young, underage girls at the house. I never saw except the two girls that I mentioned that I think it was underage was N. for sure because she was still in high school. Page 48 And she -- she had dinner with her mother, a couple times with her mother. And she become an actress. She's an actress and she has done movies. And he help her in her career. That's the only girl that I knew she was young because she was going to high school and I pick her up from high school sometimes. But she was not a massage therapist. She will go for dinner. And they will go for the movies and she sang sometimes because she was a singer. So she sung at the house. Beautiful girl. Very talented. That's the only girl that I know that it was -- I would says, underage. BY MS. EZELL: Q. Okay. Did -- who told you that V.R. was a massage therapist? A. Nobody. Q. Did you assume that she was a massage therapist because you were told she was coming to give 4 massage? A. No. I assumed she was a massage therapy because I was -- I drove Ms. Maxwell to Mar-a-lago, Donald Trump's residence. And I wait in the car while Ms. Maxwell got a -- I think it was a facial or massage. I don't know. But that day I remember this girl, V., 12 (Pages 45 to 48) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

arAIn oF WN FE (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 49 walking down from the main lobby towards the spa of Mar-a-lago. And I was driving Ms. Maxwell up, up the ramp. It's a little ramp there. And Ms. Maxwell says, stop. And she went and talked to -- she went inside. And that afternoon around 5:00 I saw V. came. She came to the house already, so she was there already. That was the first day I knew. And then she would come regularly. Q. Did you ever meet any of V.'s family? A. No. I think she was -- one time I think her father drove her there. And I met -- I don't know if it was the boyfriend or husband or -- but he had to wait, make him wait outside while she was at the house. ona oF WN EF Q. Do you know the name or recognize the name Tony Santiago? A. I think it was him. Q. That was her -A. I know he had an old beat-up car, Camaro or Mustang. I know it was very old car that I make him wait on the street one time. I make him come out of the driveway because we have to move some cars around. Q. Did there ever come a time when Tony Santiago was welcome in the kitchen? A. I think he came once in the kitchen, but Ms. Maxwell told me to get him out. Q. Did she tell you why? A. No. She didn't -- I guess she didn't want to become, you know, everybody -- because some of these people came with their husbands and they wait outside. And I guess she didn't want this to become a norm for everybody to bring their companions while they have -they will do a massage for her. Q. During the time you were there, did you ever know of Tony Santiago bringing any other girls to Mr. Epstein? A. No. I knew that sometimes I saw V. bring other girls with her, not Tony Santiago. Q. Do you remember the names of any of those girls -A. No, I don't. Q. -- that V. brought? A. That was at the end of my stay there. No. That was a very -- at the very end of the last month of my stay. Q. Did you give -- I don't believe I asked you, but if I did, forgive me. Did you give us an approximate year in which you were taking Ms. Maxwell tc Mar-a-lago and saw V.R. for the first time? A. That was at the -- at the end of my stay 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, INC. Filed 03/14/16 Page 14 of 21 Page 51 there. So I would says, between three months maybe before I left. And I think I left at the end of the year, so it could have been -- I remember it was a very hard day because I had to wait in the sun outside in a convertible and I was dying, waiting for an hour for Ms. Maxwell. I think it was in the summer of 2002. Q. And if I remember correctly, you left in November or December of 2002? A. Yes. Q. So that might have been perhaps July or August of 2002? A. Uh-huh. Q. And, so, as I understand it, you only saw V.R. come to that house during the last three months of your time at Mr. Epstein's? A. Yes. Q. Do you have any -- any sense or can you approximate how many times she came? A. I cannot give you a number, but I would says, two, three times a week. Q. You mentioned that sometimes you would have to call these massage therapists in the middle of the night. Did you ever have to call V. for Mr. Epstein in the middle of the night? MR. CRITTON: Form. THE WITNESS: No. No. BY MS. EZELL: Q. Did there come a time while you were there that V.R. stayed in the house? MR. CRITTON: Form. THE WITNESS: I don't think so. I cannot remember. No. BY MS. EZELL: Q. How many bedrooms were there upstairs? A. One, two, three -- one, two, three, four -four -- so that would be five, five bedrooms. Q. Five. And, so, would one have been Mr. Epstein's bedroom? A. Yes. His quarters was big, huge quarters. Q. Sort of a suite? A. Yeah. And he has -- this is the room. His bathroom was here and her bathroom was here. The mai room was here. And we have -- it was two sets of doors before -- two sets of double doors before you can go into the suite. There was one on top of the stairway and one in the middle of the hallway. And then you walk into the -- into the suite. Q. Okay. And you -- you just put a red eight by 11 folder in front of you? A. Yeah. 13 (Pages 49 to 52) (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

amarATNA O BPWN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 15 of 21 Page 53 Q. And you said, "this is the room." Do you mean that is Mr. Epstein's room? A. And Ms. Maxwell. Q. And Ms. Maxwell? A. Yes. Q. And his bath was on one side and hers was on the other? A. Yes. Yes, ma'am. Q. So did she not have a separate bedroom? A. Ms. Maxwell? No. Sometimes she slept in a different bedroom. Don't ask me why. Q. Okay. But generally at that point in time she was still -A. Yeah. Q. -- sleeping in, for most nights, the same bedroom -A. Yeah. Q. -- as Mr. Epstein? A. Uh-huh. Q. And then there was the service quarters, the service department? A. The service quarters before we moved down to the other house, it was in one corner of the property in the second floor. Q. And what -- what other bedrooms were there? arAtoajuw fF WN EF . Inthe service quarters? . No. In the total amount? On the second floor. On the second floor. Other than -. It was the -- it was a pink room, we called the pink room. We called the blue room. And the parro room. We call a parrot room because there was a crazy designer, all full of parrots. It look like you were in the jungle. But that was changed, so that became the blue room. So it was the blue room, the red room and the pink room. That was the main guest, for the main guest rooms. Then it was my room and we have like a little sitting area for ourselves, for myself. And upstairs there were one, two, three, four, five, six, six bathrooms. Q. During the time you were there who, if anyone, stayed in the pink room? A. Many people. Guests? Yes. Who would come and go? Q. A. Q. 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Page 55 Yes. And who, if anyone, stayed in the blue room? Yes, many. Guests who would come and go? (Nods head.) And in the red room? Same thing. Again, guests? Yes. And did you say that N.B. did spend nights OPOPO SFO SPOPY there? A. No, not that I remember. Q. She never did? A. Not that I remember, no. Because she was not there until the whole length of time that I work for Mr. Epstein. She was there for maybe a year or two years. Then she moved to California. She was -- moved the whole family to Hollywood. And that's N.B.? N. You mentioned Dr. Eva Anderson? Uh-huh. I believe you said she had been a girlfriend . Epstein's -Yeah. . -- before -. Tunderstand. . -- Ms. Maxwell? . Yeah. . And were there times when she would stay in the house? A. Yes. Q. Would she stay in the house when Ms. Maxwell was there as well? A. Yes. Q. And did she have sort of a regular room there? A. Let me repeat. Can you repeat that again, the questions before? Because I think I says, yes, when Eva -- when Maxwell was there, I not think -- I can't remember Eva being there. She was there for a little bit because they become friends after that and they have dinners and lunches and she would come, because Eva gof married and she had kids and -- and they were -- called Mr. Epstein, Uncle Jeffrey. So they become friends. And -- but I don't think she ever slept at the house again because she had her own house in Palm Beach. Q. When you first went there to work would she sometimes sleep at the house? Was that before she was married? 14 (Pages 53 to 56) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

ora ows WN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 57 A. Yes. Before she was married, yeah. They split up and she went her own way. Q. Did she marry a Glen Dubin (phonetics)? A. That's correct. And Mr. Dubin used to come to the house, too. Q. Do you know, was Sarah Kellen ever one of the massage therapists before she became an assistant? arAroajuw BF WN EF A. I don't know if she was a massage therapist. I don't remember setting up a massage table for her. I think she was an assistant. And she would call -- at the end of my stay, I was -- tried to pull aside from my obligations and Sarah was doing all the phone calls and all the arrangement and all the looking out for these girls for the -- for massage therapists. They were constantly. Q. When did that role get transferred from you to Ms. Maxwell, the role of looking after girls and calling the girls? A. I didn't look after -- out for girls. Ms. Maxwell was the one that recruit -- I remember one occasion or two occasions she would says to me, John, give me a list of all the spas in Palm Beach County. And I will drive her from one to the other one to PGA and Boca. And she will go in, drop credit cards -- not credit cards, but business cards, and she come out. Andi Page 58 then we go to -- she will recruit the girls. Was never -- never done by me or Mr. Epstein or anybody else, that I know. I don't know about Sarah because Sarah was there at the last, last -- probably last weeks of my stay there. So I cannot say anything about Sarah. Q. Was there any point in time -- well, let me ask you this way: Did -- you said sometimes you would call the girls to come -A. Uh-huh. Q. -- to give them massage. And sometimes Ms. Maxwell would? A. Yeah. Q. Did there come a time when she took that over entirely from you -. No. -- or that continued -. That's continued. . -- until you left? . Yeah. . Do you remember, is Jeffrey Epstein godfather to one of the Dubin children? A. I don't know if he godfather. I don't remember that. But he was very fond to these children, the children. 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 16 of 21 Page 59 Q. And they called him uncle, you said? A. They called him uncle. Q. Did you ever learn what Tony Santiago did for a living? A. No. Q. Have you had any occasion to see him since the time you left Mr. Epstein's employ? A. No. Q. And you don't -- do you have any idea where he is? A. [have no idea. I remember an incident, one time the -- I went to pick her up at Royal Palm Beach and she was crying and I went and knock at the door and she was crying. And she says, well, -- I think it was Tony or -- because she used to live with these other guys, too. There were two guys and her or two couples. I don't know the arrangements there. But I remember that she told me the -- Tony or her boyfriend had got mad and ripped the furniture, he cut the furniture in pieces and he even broke the screens. Because I was -when I went into to knock the door, the screen was all ripped up like it was cut. And she told me that he got mad at -- I don't know what happened. I never saw him in there. Q. Did she tell you he had hit her or beaten her Page 60 at all? MR. CRITTON: Is the she, V., V.R.? MS. EZELL: Yes. Thank you. BY MS. EZELL: Q. Did you ever see during the time you were there photographs of V. in the house, the Epstein house? V.R. in the Epstein house? A. I don't think so. I don't think so. Q. Did you ever see photographs of V.R. in Ms. Maxwell's albums? A. No. Q. At the time you were employed by Mr. Epstein, were there any hidden cameras? A. No. Q. You do know that he installed some after you left, correct? MR. CRITTON: Correct. THE WITNESS: I don't know. BY MS. EZELL: Q. Wasn't there a camera involved in the incident that -- the incident in which you took money from Mr. Epstein? A. Yeah. Yes. But I don't know if he install it or not. That's what he told me. Q. Okay. LS (Pages 37 To 60) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

ora nan ow WN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 61 A. But we settled that completely out of Court. It was a, I will pay you back. I'm sorry. I made a mistake. And that was the end of it. Q. Iunderstand. And, so, you have no idea then where the cameras were -A. No idea. Q._ -- installed? A. Iwas never back at the house after that. Q. Okay. I just want to ask you if you recognize any other names. Do you recognize a name, E., who was a friend of Ms. Maxwell? A. E.T.? Yes. Q. And was she English? A. English. And she travel all the time with them. Not -- I would says, not a hundred percent of the time, but she travel maybe 60, 70 percent of the time for a period of years. MR. CRITTON: So I'm clear, is it Annie? MS. EZELL: E. THE WITNESS: E.T. MS. EZELL: E. or E. I'm not sure. MR. CRITTON: Thank you. BY MS. EZELL: Q. Did she have a regular room in which she arya oF WN EF stayed -A. Yes. Q. -- when she was there? Which one was that? A. That was the pink room. When she came, she stay in the pink room. Q. And do you have any idea what her relationship to Ghislaine Maxwell was? A. Iunderstand she was her assistant. And she will answer the phones. And she will go shopping with her sometimes. And she will -- basically they were friends. I don't think she -- I don't think she was a massage therapist ever. I don't think she ever was a massage therapist. Q. Do you know whether the young women that you referred to as massage therapists came there to give massages to both Mr. Epstein and Ms. Maxwell? A. Yes. Q. And do you know if E. was ever included in that activity? A. Ihave no idea because when they went upstairs they shut all the doors and it was absolutely pitch black in the room. It was no -- we never saw any massages done. Occasionally we saw a massage, like, if Ms. Maxwell wants a massage by the pool, I would set up the table by the pool and they will have a massage at 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 17 of 21 Page 63 the pool. But other than that, they were regular massages. Q. Did you know a young lady named C. who would come to the home? . C. She was also English? . I don't know? . I think Iremember a C. . And was she one that came to give massages? 60S: C., C.-C... When you deal with all these girls' names. I think C. was, yes, she was a massage therapist. But I think she used to -- I could be wrong, but I think she live in New York and she travelled with them once in a while. Q. Were some of the women that travelled with Mr. Epstein models, to your understanding? A. Very beautiful models. Very nice. Very, very -- most of them were models, models. . Did you know anyone named C.F.? . No. C.F. no. No. . Jean Luc Bruhel? . Jean Luc? Jean Luc was a guy. . I know that. Did you know him? . Yes, I know him. . Who was he? Page 64 A. He was -- he -- matter of fact, I went to his house a couple of times with Mr. Epstein. And he was a friend of Mr. Epstein. He was a -- he was French, I think, French. And he was -- as far as I know, he had a model agency in Miami, one of the big model agencies i Miami. Q. And do you know whether or not Mr. Epstein had any interest in that model agency? A. No. No idea. Q. Do you know whether or not they were business partners in any way? A. No, I don't. Q. Did he ever come over for massages? A. He came to the house couple times. I think he -- it might have been occasions where he stay overnight. MR. CRITTON: Move to strike as non-responsive, to at least your question. BY MS. EZELL: Q. You indicated that you had been to his home. So did he have a home in Palm Beach? A. No. He has a home in Miami Beach. Q. Miami Beach. Did you know anyone named D. or D.B.? A. D.? IG INC. (Pages 61 to 64) (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

arANnA OF WN FP (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 65 Q. D. A. It sounds familiar, but I cannot tell you for sure. Q. You mentioned some of the chefs. You didn't mention -A. There was -Q. -- Ryan Dion (phonetics). Was there someone there named Ryan Dion? A. No. It was a kid from New York. His name was Don Perry. Perry? Q. And would he travel with Mr. Epstein? A. Yeah. Q. Now, when -- before the addition out back was done, I believe you said the chefs would stay back there sometimes? A. Uh-huh. Q. Before then, where did the chefs stay? A. In the blue room in the back, the one close to mine. Q. Did you ever meet any of Mr. Epstein's family; his brother, for instance? A. Absolutely, yes. Q. And what was his brother's name? A. Mark Epstein. Q. Would he come and visit regularly? orAtnanw BF WN EF Page 66 A. Regularly. But I was more involved with her mother. I took care of her mother, Mr. Epstein's mother. She was avery ill lady. I don't know if she's still alive or not, but I lost contact. Q. How often would she come to visit? A. She didn't come to visit too often. She had an accident, a very bad accident. She lost her trachea, so she had a -- how they call the -- the thing they put them in your neck to talk? Q. Sort of a voice box. I don't know the technical name. A. I don't know the technical name, -Q. Right. A. -- but they open her throat and she had this thing to talk and she had to cover her throat to talk. And I was more involved with her than her own kids. I took her to Miami for the operation. I was there for the operation. And she -- we have a lot of fun with her. I mean, she -- she was a very good lady. Q. Now, other than Mark Epstein, were there any other brothers and sisters? A. No. He only has one brother that I know. Q. And where does he live? A. He lives in New York. 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Filed 03/14/16 Page 18 of 21 Page 67 Q. And do you know what he did for a living? A. He has -- I knew he had a printing company, printing the big logos, the big movie projection company. Matter of fact, my son, when he graduate, he went to work for Mark for about couple months in New York as a -- as a -- as a trainee. I don't think he ever got paid, but he -- he was trying to learn the business and Mark gave him a job. That was for few months. Q. How often would Mark Epstein come to Miami? A. Not too often. Not too often. Q. When he came, do you know, did he participate in having the massages? A. No. MR. CRITTON: Form. THE WITNESS: Never. BY MS. EZELL: Q. He did not? A. Never. Q. And how do you know that? A. Because it was never -- I was never told to set up a massage in any of the rooms for Mark or his mother. They were not too close. Q. Mark and Jeffrey Epstein are not too close? Page 68 A. I would says, they were not. I don't think so. That was my opinion. Q. Do you know the name Daniel Estes? A. No. Q. Do you know the name Matt Groning (phonetics -- Groning? . No. Q. I think you mentioned Mr. Wexler? . [believe so. . That you knew him early on? . Yes. . And did some work for him? Also his mother. I work on his mother house in Palm Beach. Q. Did he also have a home in Palm Beach? A. Before -- he had a home in Palm Beach before I went to work for his mother. So I never work on his home. But I work on his mother home. I don't know if it was his home or that was used to -- Mrs. Wexler used to live there. Q. Did he come over to the Epstein home frequently? A. Occasionally. Q. Did he ever participate in the massages? A. No. 17 (Pages 65 to 68) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

arta OF WN FP (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Page 69 MR. CRITTON: Form. THE WITNESS: No, not that I can remember. BY MS. EZELL: Q. Do you know if he and Mr. Epstein were involved in any businesses together? A. Mr. Epstein, I never knew what businesses he was involved. He will -- I was completely shut off of oarAanA OF WN FP all of the business, except for the office, transfer of communications or faxes. But I have no idea of the relationship with other business partners. Q. Did you ever have to deal with his -- the office in New York with someone named Lesley in Ne York? A. The secretary? Q. Yes. A. Yeah. I would call -- I would call Lesley almost every day or other secretaries, they live in New York. Basically it came a point when Mr. Epstein will call New York and New York call me to do things for Mr. Epstein. But he was on the phone or busy or something and he would call the office and the office will send me an e-mail or call me or -- it was a constant report with the office in New York. Q. And did you in turn sometimes call New York to get a message to Mr. Epstein? Page 70 A. Yes. Q. Did you ever overhear Mr. Epstein talking to any people that you would consider celebrities? A. Yes. I knew some -- many celebrities. Q. Who -- what celebrities did you understand that he spoke with? A. He spoke to it? Q. Yes. A. Idon't know who he spoke to because I never listen to his conversations. But I saw guests at the house that were celebrities. Q. Who did you see at house? A. Many. It was senators. It was Senator Mitchell, George Mitchell. It was Prince Andrew. It was Princess Sarah. Q. Princess? A. Sarah, the wife of Andrew. Q. Sarah Ferguson? A. Ferguson. And it was a couple Misses, Misses Yugoslavia, Miss Germany that I don't even know the names. But the were a lot of queens and other famous people that I can't remember. It was a very famous lawyers that I'm sure you know, Alan Dershowitz, who spend at the house < couple times. And he slept there. He -- Princess 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, INC. Filed 03/14/16 Page 19 of 21 Page 71 Diane's secretary, she stay there for a week with her kids and we took care of her. Who else? Mr. Trump. That's a celebrity. Mr. Robert Kennedy, Junior. Mr. Frederick Fekkai. Q. Who is that? A. Fekkai, Frederick Fekkai, the famous hairstylist. Who else? I don't think I can remember anymore. Q. David Copperfield, the magician? A. No, I never saw him. Q. You never saw him. Now, would these -- the people that you named were all people that you saw visiting in the home? A. Yes. Also was a Noble Prize winners, the -- I can't remember his name. It was an old gentleman. He was a Noble Prize, chemistry, I think, or mathematics. There was a couple -- a couple of those, very -- also, we had at one time at the house, it was a reunion of very Noble Prize winners. But I don't know. They're not famous, I guess. I can't remember their names. Very important people. Q. Was that a dinner or a reception? A. I think it was a lunch. Q. A lunch. President Clinton, did you ever -Page 72 A. I met President Clinton on Mr. Epstein's plane in the last, I think it was the last month or just before I left -- I left, I met President Clinton in Miami at his plane. We drove him to Miami. Q. And do you know, was that a trip -- were they going on a trip to Africa? A. there. Q. A. Q. A. No. [hear about it on the news, but I never met him. I hear about it, but it was not when I was So that was not the time that you drove -No, I was already out. And Kevin Spacey, did you ever meet him? Q. Were Prince Andrew and Princess Sarah friends of Ms. Maxwell? A. Both of them. Q. Both Ms. Maxwell and Mr. Epstein? A. Yeah. Q. Did -- did they ever have massages when they were there? A. Prince Andrew did. I think Sarah was there only once and for a short time. I don't think she slept in there. I cannot remember. I think she was visiting Wellington and she came to the house and we met her. But Prince Andrew, yes, Prince Andrew spent weeks wit 18 (Pages 69 to 72) (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

onr7yarn OB WN EF (561) Electronically signed Electronically signed Case 1:15-cv-07433-LAP Document 55-12 Filed 03/14/16 Page 20 of 21 us. Q. Where would he sleep? A. Inthe main room, the main guest bedroom. That was the blue room. Q. And, so, when he would come and stay, during that time would he frequently have massages? MR. CRITTON: Form. THE WITNESS: I would says, daily massages. They have a daily massage. BY MS. EZELL: Q. Was it sometimes more than one a day? A. Ican't remember if he had more than one, but I think it was just a massage for him. We set up the tables and -Q. Do you have any recollection of V.R. coming to the house when Prince Andrew was there? A. It could have been, but I'm not sure. Q. Not sure. When Mr. Dershowitz was visiting, -A. Uh-huh. Q. -- how often did he come? A. He came pretty -- pretty often. I would says, at least four or five times a year. Q. And how long would he stay typically? A. Two, three days. orAanA OF WN FP Page 74 Q. Did he have massages sometimes when he was there? A. Yes. A massage was like a treat for everybody. If they want it, we call the massage and they have a massage. Q. Now, Mr. Trump had a home in Palm Beach, correct? A. Uh-huh. Q. So he didn't come and stay there, did he? A. No, never. Q. He would come for a meal? A. He would come, have dinner. He never sat at the table. He eat with me in the kitchen. Q. Did he ever have massages while he was there? A. No. Because he's got his own spa. Q. Sure. MS. EZELL: I don't have any other questions right now. I'd just like to reserve if something comes up to ask. But, otherwise, you may go ahead. MR. LANGINO: It is noon, so I don't know what everybody else's schedule is. I don't know how you're feeling. THE WITNESS: I am fine. MS. EZELL: I do have another question. May I ask it? 832-7500 by Sandra Townsend (401-377-676-2895) by Sandra Townsend (401-377-676-2895) PROSE COURT REPORTING AGENCY, Page 75 MR. LANGINO: Go ahead. Sure. BY MS. EZELL: Q. You said that you set up the massage tables. And would you also set up the oils and the towels? A. Yes, ma'am. Q. And I think I read one time you said they used 40 or 50 towels a day? MR. CRITTON: Form. THE WITNESS: That's correct. There was a tremendous amount of work in the house, especially laundry towels, because they were -- we have towels, piles of towels. And they use in the pool. There was a lot of people in the pool and there were a towel that went in the floor, we have to go and pick it up, wash it. So it was -- it was a lot of towels, yes. BY MS. EZELL: Q. And did you ever have occasion to go upstairs and clean up after the massages? A. Yeah, uh-huh. Q. Did you ever find any vibrators in that area? A. Yes. I told him, yes. MS. EZELL: And did you ask that? I'm sorry. MR. CRITTON: Yes. MS. EZELL: I don't know how I missed that. Page 76 BY MS. EZELL: Q. Since I did miss it, if you don't mind, let me just ask you again. Would you describe for me what kinds of vibrators you found? A. I'm not familiar -- not too familiar with the names, but they were big dildos, what they call the big rubber things like that (indicating). And I used to go and put my gloves on and pick them up, put them in the sink, rinse it off and put it in Ms. Maxwell -Ms. Maxwell had in her closet, she had, like, a laundry basket, one of those laundry basket that you put laundry in. She have full of those toys. And that was -- and that was me being professional, leaving the room ready for bed when he would come back to the room again. Q. Okay. A. That happened a few times, few times. Q. Were there other sex toys that you found in the area -A. No. Q. -- sometimes? You mentioned she kept them in a basket in her closet? A. She kept them in her basket. She had some videos there and she have a costume there. I know that she bought it, that she brought it with her. 19 (Pages 73 to 76) INC. (561) 832-7506 76ef564a-4a1c-4dee-87ac-479898cc7004

arn oF WN FE Case 1:15-cv-07433-LAP Document 55-12 Page 77 Q. What kind of costume? A. Idon't know. It was a black, shiny costume. I never saw it on her. Q. Was it leather? A. No. I think it was like a vinyl. But we were very fussy about touching any of that stuff. We just... MS. EZELL: No other questions. Thank you, sir. THE WITNESS: You're welcome. MR. LANGINO: I shouldn't have more than a half hour's worth of questions, if everybody is okay to power through. MR. BERGER: I probably have a half hour to an hour. MR. LANGINO: Okay. MR. BERGER: Unless you cover what I cover. MR. MERMELSTEIN: I could say the same thing, so probably less than that. MR. LANGINO: So I guess my question is -MR. BERGER: I think we ought to take a break. MR. LANGINO: That was my question. MR. BERGER: We're going to take a break. Do you have any problem with that? THE WITNESS: No. Whatever you guys want to do. (Lunch recess.) (Continued to Volume II.) BPWNHrF OW AMANDA OB WDNY PE Filed 03/14/16 Page 21 of 21 CERTIFICATE OF OATH STATE OF FLORIDA COUNTY OF PALM BEACH I, the undersigned authority, certify that JUAN ALESSI personally appeared before me and was dul sworn on the 8th day of September, 2009. Dated this 19th day of September, 2009. Sandra W. Townsend, Court Reporter Notary Public - State of Florida My Commission Expires: 6/26/12 My Commission No.: DD 793913 CERTIFICATE STATE OF FLORIDA COUNTY OF PALM BEACH I, Sandra W. Townsend, Court Reporter and Notary Public in and for the State of Florida at Large, do hereby certify that the aforementioned witness was by me first duly sworn to testify the whole truth; that I was authorized to and did report said deposition in stenotype; and that the foregoing pages numbered | to 78, inclusive, are a true and correct transcription of my shorthand notes of said deposition. I further certify that said deposition was taken at the time and place hereinabove set forth and that the taking of said deposition was commenced and completed as hereinabove set out. I further certify that I am not attorney or counsel of any of the parties, nor am I a relative or employee of any attorney or counsel of party connected with the action, nor am I financially interested in the action. The foregoing certification of this transcript does not apply to any reproduction of the same by any means unless under the direct control and/or direction of the certifying reporter. Dated this 19th day of September, 2009. Anclsapwmaer A Sandra W. Townsend, Court Reporter 20 (Pages 77 to 80) (561) 832-7500 832-7506 PROSE COURT REPORTING AGENCY, INC. (561) Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 76ef564a-4a1c-4dee-87ac-479898cc7004

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 1 of 71 EXHIBIT 7 PART 2

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 2 of 71 —— UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE No.08-CV-80119-CIV-MARRA/JOHNSQN JANE DOE NO. 2, Plaintiff, JEFFREY EPSTEIN, Defendant. Related cases: 08-80232, O08-80380, 98-80381, O08-80994, O08-80993, O8-80811, O08-80893, 09-80469, 09-80591, 09-80656, 09-80802, 09-81092 VIDEOTAPED DEPOSITION OF JUAN ALESST VOLUME II Tuesday, September 8, 2009 LOSI eis = 2242 Tai 2139 Palm Beach Lakes Boulevard | West Palm Beach, Florida 33401 Reported By: Sandra W. Townsend, FPR Notary Public, State of Florida PROSE COURT REPORTING AGENCY West Palm Beach Office (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. = (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 APPEARANCES: On behalf of the Plaintiffs: RICHARD WILLITS, ESQUIRE RICHARD H. WILL TS, P.A. 2290 10th Avenue North, Suite 404 Lake Worth, Florida 33461 Phone: 561.582.7600 reelrhw@hotmail. STUART MERMELSTEIN, ESQUIRE com MERMELSTEIN & HOROWITZ, P.A. 18205 Biscayne Boulevard, Miami, Florida Phone: 305.931. oa) 2200 ssm@sexabuseattorney.com ahorowitz@sexabuseattorney.com WILLIAM J. BERGER, ESQUIRE ROTHSTEIN ROSENFELDT ADLER 401 Bast Las Olas Boulevard, Suite Fort Lauderdale, Phone: 954.522. Florida 33301 3456 bedwards€rra-law.com PODHURST ORSECK, 25 West Flagler Miami, Florida Phone: 305.358. kezell@podhurst. ADAM J. LANGINO, LEOPOLD KUVIN KATHERINE W. EZELL, ESQUIRE PA, Street, Suite 800 33130 2800 rjosefsberg@podhurst.com com ESQUIRE 2925 PGA Boulevard, Suite 200 Palm Beach Gardens, Florida 33410 Phone: 561.515. 1400 skuvin@leopoldkuvin.com Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Page 3 of 71 Suite 2218 Loo (561) 832-7506 3afc3ca0-c86e-4b9f-8d01-baZ0bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 4 of 71 On behalf of the Defendant: ROBERT J. CRITTON, ESQUIRE BURMAN, CRITTON & LUTTIER 915 North Flagler Drive, Suite 400 West Palm Beach, Florida 33401 Phone: 561.842. rerit@bclclaw.co mpike@bclclaw.co Te (561) 832-7500 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) PROSE COURT R 2620 m m PORT] [NG AGENCY, INC. (361) 832-7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 5 of 71 PROCEEDINGS Deposition taken before Sandra W. Townsend, Court Reporter and Notary Public in and for the State of Florida at Large, in the above cause. (Continued from Volume I.) VIDEOGRAPHER: We're going back on the record at lZ:52 < CROSS EXAMINATI BY MR. LANGINO: Ou Hello. My name is Adam Langino and I represent B.B. I'll have fewer questions than the rest of everybody, since I'm going next in line. But one of the things I wanted to ask you - MR. CRITTON: Before you get started, let me JUSBt pul on my Sb eckiocn., Adam, your client is B.B., who alleges that she was at Mr. Epstein's house sometime, I think, on one occasion in the summer of '03. This witness is neither relevant, nor material, nor can it lead to the admissibility of any relevant information regarding my client. Sol understand -- so you certainly can notice him, but T'll move to strike all of the questions and (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (961) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 6 of 71 Page 85 | . answers in response to your questions. Z MR. LANGINO: Thank you. 3 BY MR. LANGINO: 4 QO. One thing I wasn't sure about was the date of 2 your employment. When did you start with Mr. Epstein? 6 A. IT am not sure, sir, but I think I started full : 7 time on my salary, I was on the roll in 1991. 1991, 8 January 1, 19Sl. 9 os In 1991, you started full time with 10 Mr. Epstein? 4 A. Yes, working for him alone. I left all my 12 clients, I left -- dissolved my company. Te Os And in what year did you start part time at 14 his house? 15 A. 1990. ‘30. 16 QO. You mentioned earlier that some of the massage Ly therapists you paid with checks? ie A. Yes. L9 ee And some of the massage therapists you paid 20 with cash? 21 Eis Sorry. Can you repeat the question? 22 Os Sure. You mentioned earlier that you paid 20 some of the massage therapists with checks and some with 24 cash? 25 A. Yes, sin. 6 CU. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 7 of 71 Page 86 | Ox Were there any general differences between those massage therapists that you paid with checks and those that you paid with cash? Be No, sir. It was -- when I was there always was a hundred dollars an hour rate. That was for everybody. Ov Did you ever hear Jeffrey Epstein talk about his massages? A. Noy <i. Oy At one point you said that you're not might be summarizing your testimony -- that you be the best guesser of ages. Is that something may have said earlier today? MR. CRITTON: Form. THE WITNESS: Yeah. Yeah. I think I can be thirties, twenties. I don't know. BY MR. LANGINO: ie Do you have any children? A. I have two. One is a doctor in psychology. And one is a financial manager and he starts his own company. Q. Are either of your children female? A No. O. Do you have any grandchildren? A I have one granddaughter. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (S01) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 8 of 71 | . Ds How old is she? A. She is five. Os Do you have any relative that you had spent a Significant amount of time with that would be a female teenager? MR. CRITTON: Form. THE WITNESS: No, except my daughter. BY MR. LANGINO: QO. Cousin? Poe My daughter, no. Q. Before when we first started speaking with you, you talked a little bit about your business. Are you still working? A. No. I disabled. cn You owned that business; is that correct? A. Yeah. Yeah. It was my -- my ~-- it was me, only me. Q. You mentioned that one of your children is a GoCcver? A. My daughter is a doctor in psychology. Qe Are any of your children or any of your family members continuing the business that you started? A. No. They have their own business. Ou, You mentioned a few times today that you were never told to check the identification of any of the (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 9 of 71 | . massage therapists that came to give massages? A. That's correct. Os How come you said that a couple of MR. CRITTON: Form. THE WITNESS: You asked me. They asked me. think I just answer questions. BY MR. LANGINO: QO. As you reflect back in your time working for Mr. Epstein, today do you believe you turned a blind eye to some of the ages of the women or females that worked for Jeffrey Epstein with massages? MR. CRITTON: Form. THE WITNESS: Can you repeat the question? BY MR. LANGINO: QO. Sure. As you sit here today and reflect back on your time working for Jeffrey Epstein, do you believe you turned a blind eye or ignored, purposely ignored the ages of the females that gave him massages? MR. CRITTON: Form. THE WITNESS: IT don't know. IT don't -- I cannot -- I'm not a judge. I don't know. I don't know. I don't think so. Sincerely, I don't think S04 BY MR. LANGI (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) BI247506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 10 of 71 Page 89 on When you were working for Mr. Epstein, did you have any doubt that the girls who provided him massages were not of the proper age or not older than 18 years old? MR. CRITTON: Form. THE WITNESS: No. BY MR. LANGINO: Oo. Did you keep up with Mr. Epstein's ~- keep informed of Mr. Epstein's criminal case while it was in the paper? Fis Only what was on tv. What it was that's how I found out. Q. How do you feel about Mr. Epstein today? A. I feel bad, sincerely I feel bad, because he was -- with me, with my family, with my wife, he was a very generous guy, extremely -- I don't know what the word is in English -- but he would press for perfection. I mean, and that was a very stressful job. But, otherwise, I have no problems with him at all. And I feel bad about it, what's happened in his life. O. Have you had any contact with Mr. Epstein after you ended working there? A. After I work -- after I end working with him? Ci. When this case, when this criminal case (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 11 of 71 Page 90 / started, I got home and I had a card, a business card from a police officer. T think it was Paul from the Palm Beach Police Department. And -- and I got scared. And I was trying to find out what it's all about. Because it was an occasion with Mr. Epstein that we had a disagreement. We settled that. Everything was well and we went our friendly ways and never heard from him again. And I received this from the police department that we need to talk to you. And, so, I got scared. And I called the office in New York. I says, I would like to speak to Mr. Epstein. And he come on, and I said, I told him, I says, Jeffrey, what's going on? What's happening? I thought it was related to the problem that I had personally with him settled. And I says -- no, he says. And he says to me, no, John, it's nothing to do with that, has nothing to do with it. T've been -- I don't know if he told me I been sued or I been -- it's a problem with me, they're investigating something and I cannot talk to you. That was the end. And that's it. O« Any other conversations with Mr. Epstein -A. O. -- since that conversation? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

| Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 12 of 71 Page 91 A. No. es At some points you were caught stealing from Mr. Epstein; is that true? A. We settled with him as a borrowing money from him. Okay? MR. BERGER: As what? THE WITNESS: Borrowing. MR. LANGINO: Borrowing. BY MR. LANGINO: When you took the money from Mr. Epstein, -Yes, Sir. -- did he give you permission to take that No. At any point did you take a firearm from Mr. Epstein? A. No. Os At any point did you enter Mr. Epstein's / property when you were allowed to be there? A. Yes. Qs And was that incident where you took some money from him? A. Yes. QO. Can you explain to me how you and Mr. Epstein came to an agreement that the cops would not be called? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 13 of 71 Page 97 He called me and he say, John, we need to I says, okay. Where? And -- and we met at a luncheonette in Palm Beach and we have a friendly conversation. He asked about my kids, about my family. Then -- is this related to Mr. Epstein's case? QO. Tt is. A. Because I prefer to keep this -- this -- I was not incriminated. I was not -- I went to the police department. I made my statement and there was no charges filed. don't think I would like to continue with MR. CRITTON: Let me Just put on the record das think it's completely irrelevant, immaterial, it's not calculated to lead to the -THE WITNESS: And it was after - MR. CRITTON: Let me just finish putting my objection on. As I understand it, it occurred long before he ever got the card from the police. I think you're harassing him. I think you're trying to intimidate him and I think it's inappropriate. BY MR. LANGINO: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 14 of 71 Page 93 | oO. How did you feel about Mr. Epstein being loyal to you as an employee for him by not getting you into further trouble with the police? MR. CRITTON: Form. THE WITNESS: I feel that it was part of a relationship over 13 vears that I did a lot of extra work. And I was more or less Says, hey, John, you did it for me, I do it for you. And that was it. And we end up as friends. We did not break it apart. BY MR. LANGINO: Os As you sit here today, do you have a sense of personal loyalty to Mr. Epstein? A. No. No. Matter of fact, that jok has left me a lot of sequels, psychological problems. It was extremely damaging to my marriage. Right after I left we broke ny with my wife. I walk away. I left my house. I left my family. I end up with a woman that she need the money and that's why I went in there and got the money. And that's what I think you wanted to hear. want to end it there. I have no -- nothing -- I think my stay in reflecting the job, I was not paid well enough f what we did. And too late now. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 15 of 71 Page 94 | . on The overall theme of my question is: The fact that Mr. Epstein chose not to get you in trouble with the police further, trouble with the police -A. Uh-huh. QO. ““« 606 Many years eqo, has today that caused you or pressed upon you to maybe soften your testimony or change your testimony at all? A. Absolutely not. Os Have you ever spoken with any independent investigators regarding the actions, the criminal actions that occurred at Jeffrey Epstein's home? A. Yes. Q. When did that occur? A. Right after I receive a card from the police department, when I call Jeffrey and I ask him, what's going 617 He says, I cannot talk to you. Somebody will | 1 Falk to you. And then I got a call from this guy that cannot recall his name now. Talked to me and we met at Carabbas. And we talked -- what? -- about 15 minutes. And he asked me questions just like you guys are asking me and I says exactly the same answers. And he says, well, there's an investigation against Jeffrey. You has nothing to do with it. You (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 16 of 71 Page 95 L have nothing to do, nothing to worry about it, but if Zz you want to hire a lawyer to protect yourself. 2 And I asked -- my question to him was, I don't 4 want to aet incriminated into somethina that. vou know. = somebodv trvina to incriminate me for ~-- for mv ‘job. 6 And he says, no, no, no. But if you want to 7 get a lawyer, that's fine. 8 And that's where I got Mr. Murrell and he wtust 0 came to us, to sign this, to -- that was the end of it. 10 QO. Who got Mr. Murrell for you? 11 A. Who got it? Mr. Epstein. 12 O. When you met with this investigator at 13 Carabbas, -14 A. Tee . 15 QO --~ did he record your conversation ~16 A. No. dee Q -- in any way? 18 After this meeting at Carabbas, did you meet 19 with any other investigators? 20 A. No. AL 3 After -- during your inspection of the massage £2 room after these massages had been completed with 23 Mr. Epstein, --— 24 A. Ubehih., 25 Og -- do you remember seeing any -—- anything that so ee Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 17 of 71 you would describe as blood? A. No, never. Os Do you remember seeing anything that you would describe as a sexual fluid? A. No, never. O% When you worked for Jeffrey Epstein, the woman that you were married to, what is her name or -- what is her name? A. The woman that I was married to? Os IT think -- the reason I'm asking is because earlier today when you first spoke, I thought I remembered you saying that you -- both you and your wife -A. That's my -= Ox --~ worked for Mr. Epstein? A. It's still my wife. It's still my wife. We didn't -- we got two ways away from a divorce and the lawyers were taking my money by pipeline. om And what is her name? A. And we decide not to divorce and we still together. Qs sorry. I missed that. But what is her name? A. Maria Alessi O. Let me just look through my notes to see if I have any other questions. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 18 of 71 Okay. Thank you very much. Welcome. CROSS EXAMINATION ERMBELSTEIN: QO. Good afternoon, Mr. Alessi. A. Yes, Sir. Os My name is Stuart Mermelstein. I represent a group of the Plaintiffs in these cases and I have some questions for you as well. Your wife, Maria, does she live at the same address as you now? A. Yes, she does. Ds Now, when you began working full time for Mr. Epstein, I believe you said that was around 1991; is that correct? Yes. Was your wife, was she hired at the same time No. She was hired three years after. And how did that come about that your wii Pes My wife was hired because we had a housekeeper that she was doing the cleaning and she left. Then we had another housekeeper, Polish girl, and she left. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 19 of 71 Page 98 And then by that time my kids went to college and my wife was at home. And I suggest my wife to come to work with me, to help me. O. So you recommended to Mr. Epstein that he hire your wife? A. Yes. Q. And he did? A. Yes, he did. vs And what were her job duties there? A. Her only job duties were shopping, basically the shopping, getting movie tickets, show tickets, buy books, bring the food to Mrs. Epstein's -- Mr. Epstein's mother, sometimes drive Mrs. Epstein to the doctors. She was not involved -- and sometimes she did some cleaning for me. Oe Did she live with you in the upstairs apartment? Poe Most of the nights we had an apartment right across the bridge on Flagler that it was my -- my property. And we had an apartment there. So she went home. She didn't like to stay there. But I had to stay there because my job starts from 5:00 in the mornina to 10:00 at niaht OQ. And did Maria leave her employment the same time as you? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) €232-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 20 of 71 Page 99 | A. Yes, we did at the same time. Op You testified that you would come into the bedroom and clean up after massages; is that correct? Pos That's correct. Qs Did you -- were there occasions where you had your wife help you with that? Bes No. NG, O. Were there -- did she have occasion to go into the master bedroom? A. It was occasions before that she will help to set up the tables once in a while, set up the oils and the tables. But I will do the clean up after. on Is there a reason for that? A. I was more involved into the final appearance of the house. And it was my responsibility to make sure that every room was perfect after they left and before they went to bed. . Was there anyone else who assigned your wife work other than you? A. No. Ms. Maxwell, sometimes she would tell my wife, go buy some stuff, go get this and go get that. she was mostly -- my wife was mostly out of the house. She was -- this house was Mr. Epstein would says, go get me this book, go get me this magazine, go get me tickets, movie tickets for this show and this show and (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 21 of 71 Page 100 | this show. And she would have to travel -- and I was on the phone with my wife constantly, buy this, get this, get this -- and the food, and the food because it was a five-star hotel. Os Did Ms. Maxwell or Mr. Epstein ever instruct your wife to do housecleaning tasks? ies No. I was blamed for everything. You were blamed for everything? Q A. I was blamed for the good and the bad. Q Did you -- during the time your wife was there, did you also have a hired housekeeper? A. We have a crew of housecleaners. We have a crew of people that would come to the house and do a serial -- I mean, deep cleaning, you know, to the house. | Oe Was that every day? A. Once a week -- no, it was twice a week. It was Tuesday and Fridays. It depends on Mr. Epstein's schedule because he didn't -- he didn't want nobody at the house while he was at the house. So we have to rearrange days for the clean-up crew to come in. And I usually did that. As soon as they left I bring the cleaning crew, get the house ready and -- and get set for them for the next Ere, Q. Did you have a housekeeper who did | (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (S61) €32=-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9F-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 22 of 71 Page 101 housekeeping tasks on an everyday basis while you were employed there? Pia No. Before my wife went in? No. After your wife. A. No. No. Not a full-time housekeeper. Oz But you said your wife was hired after the housekeeper left? A. Yes OO: But -- so the person who left before your wife came, was she doing housekeeping chores? A. Yes, she was doing the housekeeping chores. Oe Well, who did it then after your wife became employed there, because she wasn't doing the housekeeping? A. I was. I was doing it and then we hire people for Lo Help us. on So you were the main person doing the housecleaning? A. Yean. Or And during -- between that time that your wife started and when you left the employment, was there a separate housekeeper employed during that time? A. No. Full time? No. Full-time housekeeper? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 23 of 71 No. Oe What about a part-time housekeeper? A. No. Like I told you, daily basis we call this company. And then they will come in with four or five girls and clean the whole house. Q. This is the crew you were talking about? A. The crew. QO. But the crew didn't come when Mr. Epstein was there? A. Right. QO. So on an everyday basis when Mr. Epstein was you were the only person who was cleaning? A. Me -- yeah, or my wife will help. At your instruction? ) A. That" 6: ght. Q But you don't ever remember her cleaning up fter massages? A. No. No. O« Is it possible that you instructed her to clean up? A. it's possible, but -MR. CRITTON: Form. Asking him to speculate. BY MR. MERMELSTEIN: QO. You can answer. A. It's possible. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 24 of 71 Page 103 | Q. When girls would come to give a massage, where would they come in the house? Would they come to the front door? Mostly came to the back kitchen door. The back kitchen door? Uh=huh: Okay. And is there a bell there? Would they knock or how would they -There's a door bell. A door bell? They would ring the door bell? Uh-huh. And who generally would answer the door? Me or my wife. So you would let them in? Uh-huh. MR. CRITTON: Stuart, can I just ask you? You use the term, girls. I assume you just mean, that means female woman. It can mean anything? It has no age bracket to it? MR. MERMELSTEIN: That's correct. I'm not ferring specifically to ages right now. THE WITNESS: No. BY MR. MERMELSTEIN: OO. So as I understand it, the girl would come to the kitchen entrance, which is the service entrance, (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 25 of 71 correct? A. Uh-huh. Q. You have to say yeS or no. A. Yes, Sir. OC. Tf you answer uh-huh, that's not clear, so you to answer yes or no. A. Okay. And you would typically open the door? And what would happen then? Q A. Yes, sir. Q A Then I will keep her in the kitchen and go to Mr. Epstein and find out where they want to have the massage, or if it was for him or for Ms. Maxwell. And I immediately, if they were repeat girls that are -- they will know exactly where to go. And I will go up with them, set the tables, and they will wait for him or her to go in the room and they sit there until they come up. Or. So did you generally already know that they were coming at the time that they knocked on the door? A. Yes, uh-huh. Q. So you had an appointment schedule? Ax Yeah. Because most of the times I was doing the calling, you know. I called J., come in at 3:00 this afternoon. And she will told me, no, I cannot, get somebody else. And I knew it the time they were coming. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 26 of 71 Page 105 I was expecting them most of the time. QO. So you would expect them, they would come in and then you would escort them upstairs? A. Uh-huh. Yes? Q A. ii, SOPry, S17. Q A Yes. Oe But first you would find Mr. Epstein and check to see if he's ready or find Ms. Maxwell to check to see if she's ready? A. Yes. Q. And which staircase would you -- would you take them up? A. BRither way. QO. You would take them either the main staircase or the servant staircase? A. Yes. De Why would you take the main staircase, since you're already in the kitchen? A. That's what I says, either way. We can go through the main staircase or we go to the kitchen staircase. So we use both. QO. Okay. Wel I'm talking specifically to escort a girl upstai SS TON eS EI ESA PNR ERE NS ES TEES SE SEED (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (oGl) 8372-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 27 of 71 Os bedroom, Page 106 | escort the girls up there either way, both And, so, when you walked to the upstairs let's take the example of when Mr. Epstein is getting a massage? A. QO. correct? A. Q A. Q Yes. Mr. Epstein wouldn't be up there yet; is that That" Ss Correct . He would be downstairs somewhere? Uh-huh. Would there be a place -MR. CRITTON: Form. BY MR. MERMELSTEIN: er -- where he would normally be while, you know, he's waiting for the massage to be set up and ready? A. Q A. Q A OO» Yes. Where is that? Where would he be? Bither at his desk or the pool house. And those were on the first floor? Yes. And, so, when you arrived at the top of the stairs with the girl for the massage, what would you do then? A. (561) 832-7500 Go back to my duties. PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 28 of 71 Page 107 QO. You would just leave? Would the massage table | already be set up? | A. He knew already that the girls -- the girl | went upstairs and it was up to him to come up. Q. Did you have conversations with any of these girls? A. Sometimes. What kind of things would you talk about? Regular things. Nothing that I can remember. Just... Did any of them ever tell you their ages? : No, S425 Did any of them ever assure you that they were MR. CRITTON: Form. BY MR. MERMELSTEIN: Or over? No, Sir. No one ever mentioned anything about age? No, Sir. OQ. How did the girls appear to you? Did they appear to be very young? MR. CRITTON: Form. THE WITNESS: Again, the same question you ask Everybody ask me the same thing. They could (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 29 of 71 Page 108 have been 16 or 20. Most of them were, I would says, over 20. And some woman, it was over 60. And one time she came to the door. The husband was waiting outside. And Ms. Maxwell saw this woman, that somebody recommend her. And Maxwell says to me, John, you have to find an excuse. We don't want her. So I had to pay this woman and find an excuse that they going to have to go. And she -- they never had a massage with her. But there was -- most of them were womans. They were not girls. BY MR. MERMELSTEIN: Q. So the woman who was over 60 was sent away; she was rejected, correct? MR. CRITTON: Form. THE WITNESS: It was -- I was told to send her away. BY MR. MERMELSTEIN: on And it was your understanding when you were told to send her away, it was because of her age, correct? MR. CRITTON: Form. THE WITNESS: T don'tt know. IT don't know. was told to send her away. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 30 of 71 Page 109 - BY MR. MERMELSTEIN: 2 O. What was your understanding as to why they 3 were sending her away? 4 MR. CRITTON: Form. Asked and answered nine D times now. 6 MR. MERMELSTEIN: He hasn't -- he hasn't @ answered my question yet. 8 MR. CRITTON: He has. 9 MR. MERMELSTEIN: Go ahead. 10 THE WITNESS: Why? se BY MR. MERMELSTEIN: Ae Oe Please answer the question. 13 Avs Can you repeat the ae ions 14 Oo. What was your understanding as to why they ia sent her away? 16 MR. CRITTON: Form. dd THE WITNESS: My understanding was either they 18 were busy or they didn't want her. 12 BY MR. MERMELSTEIN: 20 Os What was your understanding as to why they 21 didn't want her? 22 MR. CRITTON: Form. Harassing. a2 THE WITNESo? DL don’t Know, 2 giant: o> J 24 didn't make too much of it. 23 BY MR. MERMELSTEIN: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 31 of 71 Page 110 | om But every other woman or female who came over to give a massage was much, much younger, correct? A. Yes, Q. So this 60 year old woman was a significant exception, correct? MR. CRITTON: Form. Argumentative. BY MR. MERMELSTEIN: ye You can answer. Fis I don't know how to answer that question. You ask Me to. = Os Let me ask you this. MR. CRITTON: Why don't you let him answer the question before you interrupt him. BY MR. MERMELSTEIN: Os All Tight. Go ahead. Please answer. It didn't look like you were -A. I don't know how to answer that question, you asking me what is your opinion of that. And I told you, my opinion of that, either they saw the girl -- I don't think Mr. Epstein ever saw the woman. But Ms. Maxwell saw the woman in the kitchen. And she told me, John, pay her and send her away. Os Okay. A. That was it. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 32 of 71 Ne So Ms. Maxwell looked at the woman? Right. Did she have a conversation with her? No. She just looked at her and then said to you to send her away, correct? A. oe Yeah. Pay her and send her away. Do you recall seeing women who came to give massages who were in their 50s? A. Q A OQ. A Yes. There were women in the 50s? Yes. How often did that happen? Not too often, but it was -- it was woman that they were in the 50s. I says, again, could have been 49, 45. I don't know. I don't know the ages, but it older woman. Os How many middle-age women do you recall coming over to give massages? Mes. CRIETON? “oem THE WITNESS: I don't remember how many, but I would says ~D.D. D.D. was, I would says, in the 40s. And she came very, very often. And I understand she was a massage specialist and a yoga instructor, too, at (Sol) Ba2=7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 33 of 71 Page 112 the same time. So that was one of -- and there was another woman that she was supposed to be a teacher at the school of massage therapy that I can't remember her name. But that's it. I mean.. BY MR. MERMELSTEIN: Q. So those two you remember who were older? A. Two. And it was a couple guys that were older that -- some guys that were older, too, guys. QO. Did Mr. Epstein ever have massages done by A. Yes OQ, And did Mr. Epstein ever have massages done by these older women? A. Yes. OQ. When you escorted the female in this case for the massage to the upstairs bedroom -- correct? -- you would then leave? Yes. You would then walk back downstairs? Yes. Correcuy And would you then -~- would you -- you had already told Mr. Epstein that she's there, correct? A. That's correct. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 34 of 71 Page 113 OQ. And at some point later then Mr. Epstein would come upstairs, correct? A. Theat’ Ss correcc.. And where would you go? Q. A. To my duties, to the kitchen or to my office. Q. And I think you testified earlier that the doors of the bedroom would be closed during this massage? A. He would close the door. Q. So Mr. Epstein, when he would arrive upstairs, would close the door? A. Yes, Sir. O. And about how long would the massage last generally? A. Usually an hour. Os And what would happen at the end? A. They would come down. Most of the repeat girls, they would bring the towels themselves and dump it by the kitchen by the laundry room we had there, in order to help us. Other girls, they just left it up there and they would come down. Bither Mr. Epstein will pay or I will pay Dra they == Or Ms. Maxwell will pay them. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) ; Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Ox Did Mr. Epstein walk down with the girls or did he stay upstairs? Page 35 of 71 Page 114 A. Sometimes, sometimes no. Sometimes he took a nap or he took a shower. I don't know what they did in the room. I don't know. T don't know. Sometimes he went down right away. Sometimes he stay up there. Os So when they came down, they would go to the kitchen; is that correct? A. Yeah, most of it. And were you there waiting for them or did you A. My office was right next to the kitchen, so I was there -- and the kitchen was the focal point of the house basically. So they have to go to the kitchen either to get pay or to go to their cars. CO. Did you converse with any of the girls when they came down after the massage? A. Very little. Very little. Os Did you ever observe a girl who appeared upset, surprised, shocked, anything of that nature when they came down? As Never. Never. And sometimes you would pay them, correct? Q A. That's correct. Q How much would you -(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) (561) 832-7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 36 of 71 Page 115 A. A hundred dollars a massage. QO. A hundred dollars a massage? Were there ever any exceptions? A. That's the -- I never pay any more than a hundred dollars per massage. Oy Were there times when two girls came? Two girls came at the same time? A QO. Correct. A Yeah. There were times when two girls come in at the same time and one will go to one room, the other will go to the other room. Or one ~- I would set up two tables in his room or I will ask him, where you want to set the massages? He will told me, set in the blue room and set them in my room. Or set them in Ghislaine's room and the red room, depends on who people were there. But there were times where two of the girls at the same time, yes. OO. Was there ever occasions where there was a girl who waited downstairs while one -- while the other girl went upstairs? A. No. O. That never happened? A. I cannot remember. Q. Was there ever an occasion where you paid a girl who waited and didn't actually give a massage? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 37 of 71 No. A Oy That never happened? A Never happened. Q. You mentioned that Mr. Epstein put you in CONtCaCt wlth Mr. Murrell; 2s that correct? MR. CRITTON: Form. THE WITNESS: Not Mr. Epstein. BY MR. MERMELSTEIN: Q. Huh? A. It wasn't Mr. Epstein. 0. Mr. Epstein's investigator put you in contact with Mr. Murrell? A. That's correct. He gave me his name. And did you pay Mr. Murrell out of your own A. No, I didn't pay nothing. OQ. Who is -- what was your understanding as to who was paying for Mr. Murrell? A. I don't know. I don't know who was paying for You never asked Mr. Murrell who was paying his A. No, he never send me a bill. i Did you think that Mr. Murrell was doing it for free? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 38 of 71 I don't know. Oe You don't know. As far as you know, Mr. Murrell could have been providing you legal services for free? A. No, I don't think it was provided me for free. I don't think he ever -- that question ever come out of Mr. Murrell. I was in Mr. Murrell's office for about ten minutes. And he says, well, I meet you tomorrow Lhere -~ and that's 18 =—- in order to protect you so they don't incriminate you in any way. We left it at that. He never send me a bill. He never send me -never talk to Mr. Murrell again, never saw him again. = ey And you never had any kind of understanding with him as to how -A. No. Oy -- how his bill was going to be paid? A. No. QO. Did you sign any kind of what we call, a retainer agreement, anything where you hired him? A. No. MR. CRITTON: Just so you know, you have an attorney -- nobody's going to tell you this apparently. You have an attorney/client privilege. Any (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55 conversation that you had with Mr. your wife, is completely protected, -13 Filed 03/14/16 Page 39 of 71 Page 118 Murrell, you and as long as you want to assert that privilege. You can either assert it or not assert it. Liat’ S vou EAgnt. to teil you that, av But nobody's apparently going least Mr. Mermelstein is not going to tell you that. MR. MERMELSTEIN: avoid -MR. CRITTON: what he said. MR. MERMELSTEIL they said. MR. CRITTON: MR. MERMELSTEIN: paid. MR. CRITTONs Well, No, Well, I was trying to you're asking questions of I'm not asking them what Same thing. I'm asking him how he got you were ~- read back your questions where you were. Anyhow, So much for the MR. MERMELSTEIN: was said during any conversation. he signed a retainer. BY MR. MERMELSTEIN: QO. Do you remember (561) 832-7500 PROSE COURT REPORT] Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) that's a right you have, SOe« law. IT was not asking him what asked him if That's a fair question. a girl who came to give [NG AGENCY, INC. (561) 832-7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 40 of 71 Page 119 | massages there by the name of A.C.? Does that name sound familiar at all? No. A QO. Do you remember an A.? A No. Q. What about a J.M.? Do you remember anyone by the name of J.M.? A. No. Q. Was it frequent that girls would come just once and not appear again? A. Frequently. oe These girls that would come, would they come with their own equipment or supplies? A. No. Some girls, they come in with a table, the new girls they come in with ¢ table. And I would told them, no, you don't need the table. They will leave it in the kitchsa because we have tables in everv room in the house. a Some of the girls, the first time they came they didn't have anything, right? A. They come with that table, one of the tables they hang it in the shoulders, portable tables. But we didn't have portable tables in the room. They were all custom-made tables. Or. Did some girls come without -- for the first (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (OGL) 222-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 41 of 71 Page 120 | time without any supplies at all, whether equipment or | lotions or anything of that nature? oe Probably. oO. Did you have a question in your mind as to whether they were professional at this business? A. No. At massaging? No. Why not? Q A. Q. A It was not my job. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. You just didn't think about it? MR. CRITTON: Form. THE WITNESS: If I was told that a girl is coming, my job was to open the door, let her in and let Mr. Epstein decide where he wants his massage. And that was the end of it. BY MR. MERMELSTEIN: ie Are you aware that sexual conduct between an adult male and an underage female is criminal; it's against the law? MR. CRITTON: Form. THE WITNESS: Of course I do. BY MR. MERMELSTEIN: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 42 of 71 Page 121 Os Did you have any concerns while you were working there that criminal acts were occurring with the girls who were coming to the door? MR. CRITTON: Form. THE WITNESS: I had no idea what was going on between them. BY MR. MERMELSTEIN: O. Let me just give you some other names. Tell me if you recognize any of these names. M.L.? (Nods head.) Name does not ring a bell? (Nods head.) MR. CRITTON: You have to answer out loud. BY MR. MERMELSTEIN: QO. You need to say yes or no. A. No. Q V.Z.? A Can you repeat that? O. V. would be the first name. 4%. would be the second name? A. (561) 832-7500 PROSH COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9F-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 43 of 71 No. None of those girls! -None of those girls ring a bell at all? -- name familiar to me. Bither they came one time, one day and they didn't even told me their names or ~~ or he paid for it that I don't have -- but none of those names sound familiar to me. Oe You testified that there were -- about the sex toys that you would pick up after -- after there were massages, correct? MR. CRITTON: Form. BY MR. MERMELSTEIN: oF The vibrators, correct? MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. You can answer. A. Yes. Qs And you mentioned there was a basket with these vibrators or toys in them, correct? Yes. Where was the basket kept? A Q A. In Ms. Maxweli's closet. Q And that was in the master bedroom? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 44 of 71 MR. CRITTON: Form. BY MR. MERMELSTEIN: Or off the master bathroom? Huh? Q. A. Her bathroom. Q A Her bathroom. Q. And the closet was -- the entrance to the closet was in her bathroom? A. That's correct. Q. And it was a portable basket, she could move it around, correct? A. Uh-huh. Q. You have to say yes or no. A. Yes, sir. Q. And -- and that's where the, I think you used the word dildo, correct? That's where they were located? A. Yes, Sir. Q. Was there occasions where you would -- the dildo, one or more dildos would be out and you would clean them up after a massage that only Mr. Epstein had, not Ms. Maxwell? A. It was -- I will says that it was about three or four occasions that I had to take this dildos and put it back where they supposed to be. And I took it with Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 45 of 71 Page 124 gloves and towels and stick it in the sink and throw it in there. Sometimes Ms. Maxwell will have a massage. And sometimes I find it after she's supposed to have a massage, those things. And also when Mr. Epstein had the massage. So I don't know who use it on who. Because sometimes they all disappear up there, Mr. Epstein, Ms. Maxwell and whoever was up there. QO. So as I understand it, you couldn't isolate a particular instant where - A. I cannot. Oi -- Ms. Maxwell wasn't there, only Mr. Epstein had gotten a massage and then you found the sex toys? A. T cannot isolate that. Oz But it's possible that either Mr. Epstein used it or Ms. Maxwell used it; is that correct? MR. CRITTON: Form. Form. THE WITNESS: T have no idea to know. MR. MERMELSTEIN: All right. I have nothing further. MR. BERGER: How about if we take a break? Would you like a break for a couple minutes? THE WITNESS: No, that's fine. MR. BERGER: Mr. Willits, would it be possible LE I could sit there, because I've got a couple (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (S61) 832-7505 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 46 of 71 Exhibits I'm going to show him? MR. WILLITS: Sure. MR. BERGER: Thanks. CROSS EXAMINATION BY MR. BERGER: Q. Okay. Good afternoon, sir. A. Afternoon, sir. om My name is William J. Berger and I represent F the PlaintiffS in this case. Did you ever hear of the name C., a young woman named C.? No, six. How about a young woman named T.? No, sir. Q. Okay. You know, you've referred several times to a falling out or a disagreement that you had with Mr. Epstein? A. Yes. Q. Was that in -- was that the year that you left his employment? Pos Rignt @iter == raghe atver- 1 ler. Oy So you had a falling out with him after you left his employment? A. Yes. Well, why did you leave his employment? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 47 of 71 Why? QO. Yeah. A. Because I was sick. I was extremely sick. I was bleeding, internally bleeding, and I was bleeding from my butt and I have fistulas in my colon. And I was sick of the job and we had enough. We had good pay, but we had enough of the job, especially hecause of Ms. Maxwell's attitude towards us. Qs Now, you said you had good pay, but we had enough. What was your pay in 2002? Bra 2002, right before I left? I think it was 50, either 55, something like that. And my wife was 30 or 35. 1 @ould be wrong. Os So you think that you were paid $55,000 in A. Q. fis Q. A. Q. A. Q. A. Q. Daehn. Ls. thet. COorrecc: Thae"s Correcks And you believe your wife was paid how much? Thirty. 330,000. S30,000 in 20027 Lis Is that correct? Yes, Sit. How about 2001, what was your salary and your (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 48 of 71 Same thing. Okay. And in 2000? I was at the same. It never -- we never got raises. We never got -Q. I think you said at the very beginning -A. Yes. QO. -- of the deposition that you were paid 45,000 you were first hired full time? Yeah. Uh-huh. A. OQ. In 2002, you were earning 55,000? A Q So you did get some raise? Bs Yeah. In the matter of 11 years. Yeah, but we didn't get a raise every six months or every year in any specific date. And the raises were set by the company. Automatically they would come from New York. It was not a negotiate point between me and Mr. Epstein. Os And then you said earlier with me, you said we had enough, you and your wife. You said, we had enough; is that correct? A. Thab’S correct. (Qe What do you mean by that? A. It was extremely stressful job. It was a lot of Pressure on.us == on mé, On me -~ 1]. have to (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 49 of 71 Page 128 1 correct -- on me. Everything was blamed on me. If a Z chef cook a bad meal, it was my fault. And if the table 3 was not proper set royalty style, it was my fault. And 4 the hours were terrible, never have a holiday, Saturdays 5 and Sundays. We were working between 60 and 7/0 hours a 6 week. And my health was, I think, the most important 7 thing. And also the relation with my wife, it was a big 8 factor in us leaving the company. 2 oe Now, you said that you were blamed for things? 10 A. Yes, sir. 11 Ov, Who would blame you? Who is it that would say 12 that you were blamed? ) i A. I don't know who did the blaming, but I will | 14 get my ass chewed out by Ms. Maxwell -- | 15 QO. She was the one? 16 A. Most of the times, yes. 17 QO. Who else did that? Le A. Sometimes I had disagreements with him. 19 Q. "Him," being, who? 20 A. Mr. Epstein. 21 Os About what? 22 A. Simple things. For me, it's stupid things, 23 nothing -- if this paper -- if this pencil was not put 24 in right there, they will complain. 25 oe Okay. And is it correct that you left the oo. . . Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 50 of 71 employment of Mr. Epstein in December of 2002? that sound correcL? A. Theal’sS correce. And the -- now, were you arrested in 2003? was never arrested. Yes. Q A Ou You did speak to the police? A Q And you did have your statement taken at the State Attorney's Office? A. Yes. OC. But you -- but that was by an Assistant State Attorney, correct? A. Yes. The questioning? (Nods head.) Q A QO. Ts that correct? A That =: 2orrecr, O% You spoke separately with police officers though, Correct? MR. CRITTON: Form. BY MR. BERGER: Q. In other words, the date of that statement is in October of 2003; is that correct? A. Yes. Q. And by "that statement," I mean, the (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 51 of 71 transcript that I gave you earlier? A. At what date, sir? MR. MERMELSTEIN: 2005. MR. BERGER: I'm sorry. You're correct. Thank you. Sorry. THE WITNESS: 2005. MR. BERGER: In fact, let's -- Ms. Reporter, would you mark the transcript if anybody needs it? MR. CRITTON: It's Exhibit 2 now? MR. BERGER: Is that how you're doing it, just consecutively? MR. CRITTON: Yeah, let's do it; otherwise, it's going to be an awful mess, have five different Exhibit number 1s by everybody. (Exhibit number 2 was marked for identification purposes.) BY MR. BERGER: Q. You see Exhibit 2? It's a transcript; is that correct? A. That's correct. Q. Is that the transcript of the sworn statement that you gave to the Assistant State Attorney in 2005? A, Yes, sir. OC. And during the lunch break, did you have an opportunity to read it? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (oGl) 832/506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 52 of 71 Page 131 A. Yes, sir. Os And do you remember that you were placed under oath when you gave that statement? A. Yes, sir. Oy And is everything that you say in here truthful and correct? A. As far as I know, yes, sir. DO. Okay. Now, in connection with the incident in October of 2003 involving Mr. Epstein's house and your entering his house, that incident? A. It was in October 2003? OG. When do you remember that it was? A. I can't remember. oF Okay. All right. You spoke with police officers in connection with that though, correct? oes I went to the Palm Beach Police Department. Oe Why did you go to the - A, I speak to one officer. Oe And why did you go there? As Because Mr. -- when I spoke to Mr. Epstein and we settle the dispute, Mr. Epstein says, you just need to go to the police department and make a statement. MR. WILLITS: Could I have Exhibit number 2, please? Thank you. (S61): B32=7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9F-8d01-ba20bcae87de

(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 53 of 71 Page 132 BERGER: Let me see if I understand this correctly. I think you testified earlier that you found a card or you were given a card from a police officer; is Cheat. correct? A. Thal’ Ss Correct. QO. And as a result of that, you called Mr. Epstein, correct? A. That's correct. Cs Before you got that card, did you have any idea that the police were involved in your life? A. No. MR. CRITTON: Form. BY MR. BERGER: Oe And you called Mr. Epstein after you got that card, correct? A. Yes. Ds Now, how did you get it? Was it mailed to you? ae No. It was putted in my door. I was not home. And they went to my house and they left it in the door. We And did it have a note on it, please call? A. Yes. QO. Or was it just a card? (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) S3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

{ i Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 54 of 71 Page 133 if A. It was a ~~ it was a Palm Beach Police 2 Department, please call. 3 Oy Okay. And you didn't call though; you called 4 Mr. Epstein first, right? 5 As Yeah. Because I was scared. 6 oe Why were you scared? 7 A. Because I thought it was of the incident that 8 happens previously. 9 De And what was that incident? 10 A You know that incident. do OQ: I'd like to hear you describe it for me. 12 A That incident is, I went to the house and I LS got some money. 14 ee What time of day did you go to the house? 1a A. Night. 16 Q. Was anybody home? 17 A. No. : 18 oe Where did you get the money? 19 A. Out of his bag. 20 Co: Out of his? 21 A. Bag. 22 Ox Bag. Briefcase? Bag? aS A. Briefcase. 24 Q. Briefcase? 20 A. Yes. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba2z0bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 55 of 71 Page 134 ay How did you -- did you know that there was money in the briefcase? A. Yes. Q. How did you know that? A. Because I replenish that case many times De Now, how many months after you left Mr. Epstein's employment did this occur? Aix I don't have -- I would says, three to four months. O. I would just ask a favor of you. The court reporter needs to see your face so she can understand what you're saying. She's looking -- you put your hand Im) TPohE or your mouth, Whar’ Ss all. | Now, when you worked for Mr. Epstein, did you | learn that he kept money in that briefcase? A. Yes. Q. And, so, when you went to his house on that occasion, did you just assume that there would be money in the briefcase? A. Yes. QO. And ~~ and did you take money out of that briefcase? A. Yes. Q. Now, is that the only time that you took money (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 No. -- of his briefcase? Tt was twice. When was the other time? Couple weeks before. At night. It was a total of $6,300. That's for both times? Yeah. Can you break them down? A. Q. A. Q. A. om A. Q. A. Q. Bis Q. A. What time of day was that? Os Now, you left in December of think one time was $1,500. Page 56 of 71 And how much did you take out the first time? Another time was 2002 and then there were these two incidents that you just described? A. Un=hulis Oe Did you have any contact with Mr. Epstein in between leaving his employment and the first of these two instances? A. None. Ore And as far as you knew, did anybody see you take the money on either occasion? A. None. (561) 832-7500 PROSE COURT REPORTING AGENCY, Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) INC. (S61) 832-7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 57 of 71 Page 136 Q. And, so, when you saw the card from the police, you assumed it had to do with these two instances? A. Yes, Sir. Oxy And there was no other reason why you thought it had to do with Mr. Epstein? A. No, Sir. Q. And when you called him, did you discuss these two incidents with him? A. When I fall Mr. == You said you gol the card == No. Q. A. Q. -~- and then you called him? A. No, we did not discuss that money or involved. ask him, what's going on, Jeffrey? happening? I got this and I thought that this over. No, he says, John, it has nothing to do with that money. on Did you ever read the incident report by the police, the Palm Beach Police Department? Did you ever read it? A. No. MR. CRITTON: Regarding what? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 58 of 71 Page 137 BERGER: Regarding these incidents. never read it? me hand you this. MR. CRITTON: Is there an extra copy? MR. BERGER: Yeah. BY MR. BERGER: Q. What I'm showing you, have you ever seen this before? A. No. MR. BERGER: Let's have this marked as Exhibit 3, please. MR. CRITTON: Can I keep this? (Exhibit number 3 was marked for identification purposes.) BY MR. BERGER: on It appears to be about 20 pages and it has, Palm Beach Police Department Incident Report, on the top page. Turn to the third page. And you see where it starts the narrative, the paragraph? Do you see where that starts? A. Yes, sir. And it says: "On Sunday, October 5, '03 at (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-750 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 59 of 71 Page 138 approximately 8:24 hours, I was dispatched to a burglary au 350 Bl Brallo Way.” Do you see that? A. Yeah. Q. Now, October 5, 2003, do you recall that that was about when the time you took the money from Mr. Epstein's briefcase was? A. Yes. I don't recall. But if they say it, I have to agree with it. Os Well, you Jett in December of 2002. And before I showed you this document, you said that these incidents occurred about three or four months later. So apparently they occurred more than three or four months later; 1s that correct? A. Apparently, yes. Q. Well, now after -- after looking at this, sir, do you actually recall that it occurred more than three or four months later? A. After looking at this? QO. Yeah. A. It could be. Q. But do you actually remember it being more than three or four months? A. I don't remember if it was more than three months. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC, (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 60 of 71 Page 139 | ce Q. Okay. Okay. Now, if you look further down, 2 you'll see it says, quote, Epstein further advised a | S black Glock handgun was taken from the book shelf 4 located behind the desk, unquote. a Do you see that? 6 Pos Yes, 7 Cs Did you take a black Glock handgun from him? 8 A. Absolutely not. o CG. Do you know if anybody did? 10 A. No, sir. ae OQ. Is this the first time that you ever heard 12 that Mr. Epstein may have told the police -13 A. No. This question I was asked by the police. 14 Qs Okay. Now, you see the next sentence? It LS says: "Epstein advised he suspected cash had been taken 16 from his briefcase on two other occasions while he was al in town for the weekend. The first was over the Labor 18 Day weekend, August 30 to September 1. The second time 19 | was a weekend in mid-September 2003." 20 Do you see -2 A. Yeah. ZZ Q. ~- the mention of those two incidents? 23 A. Un=huis. 24 O. yes? 25 A. Uh-huh. — er Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 61 of 71 Q. You've got to say yes or no. A. Yes, sir. Q. Now, look up at the top of that paragraph. You see where it says: "After" -- it's about the fourth sentence -~- "Epstein advised that on Saturday evening, October 4, 2003, he left his briefcase at his desk and went to bed at approximately 12:30 a.m. Epstein said when he left his briefcase, it contained approximately 55,000 U,~S,5 Currency,” A. Uh-huh. QO. Do you see that? A. Yes. Os And then it goes further on, it says -- after a sentence or two, it says: "Epstein stated at approximately 7:15 hours on Sunday, October 5, 2003, while sitting at his desk, he noticed the briefcase had been opened and some of the cash was missing. Epstein believed approximately $3,500 was taken from the briefcase." Do you see that? A. Yes. on Now, when you read this whole paragraph here, do you agree that Mr. Epstein is -- and assuming that the police took this down accurately -- that Mr. Epstein is describing three separate instances - (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 62 of 71 Page 141 No. -~ where he believes money was taken? MR GRIETIONS Form. THE WITNESS: I don't agree with this. BY MR. BERGER: QO. No? A. No. Os Well, he says: "The first" -- at the bottom, it says: "The first was over Labor Day weekend, August 30 to September 1, 2003." You see it says that at the bottom? The very "The first was over Labor Day weekend, to September 1, 2003." Do you see that? Uns Yes or no? Yes. Ox And then it says: "The second time was a weekend in mid-September 2003." Do you see that? A. Yes. Os And then above, do you see where he talked about October 4, 2003? You see mention of that? Or October 5, 2003? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 63 of 71 Page 142 A. Right here. ‘on Right in the middle, it says: "Epstein stated at" -- yes. A. No. I don't agree with this. I never saw I'm not asking == that’s not what I'm asking. What I'm saying, sir, do you see though that the police report refers to three instances; is that correct? A. No. Q. Okay. But it's correct that the police report fers to three instances, correct? MR. CRITTON: Form. ERGER: The police talk about three instances, right? That's correct. MR. CRITTON: Form. MR. BERGER: Q. Now, how many times did you take cash from Mr. Epstein? A. Twice. Os So do you have any idea what he's talking about here? A. No. De Now, the first time that you took cash, was it (961) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 64 of 71 | on August 30 to September 1, 2003? A. I can't remember. Or September -- mid-September 2003? Q A. I can't remember. Q Okay. Is the third incident accurate where it talks about October 5 or October 4, 2003? A. I don't know if it's accurate or not, but I | know that I went to the house twice. QO. Not three times? A. Not three times. Os Any idea why Mr. Epstein would talk about three times? A. No idea, sir. QO. And any idea why he would talk about a Glock handgun? A. No, sir. MR. CRITTON: Form. BY MR. BERGER: O. Now, you said that -- that you had a -- okay. I've put this aside. I'm going to ask you another question, so why don't you -~- I don't want to distract you. Now, you said that your disagreement or your ling out with Mr. Epstein was after you left his loyment. Do you remember saying that? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 65 of 71 Page 144 Yes. After -- after this incident. And what did that disagreement have to do with? Did it have to do with these incidents? Of course. I screw it up. Okay. And do you know who Mr. Adam Fetterman Yes. Who is he? He's mv lawyer. And did Mr. Epstein pay for Mr. Fetterman's legal services for you? A. No. I pay on my own pocket. Oe Now, let me ask you some questions about some property in Palm Beach County, Mr. Alessi. Do you remember that in or around 1983 you and your wife bought a home at Bilbao Street in Royal Palm Beach? I didn't bought it. I build it. You built Le, YOU Cin. Duy 2c? No. Oe And do you remember that in April of 1995, you and your wife purchased a single-family home in -- on Northumberland Court in Wellington? Do you remember that? A. It was a lot. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 66 of 71 Tt was a lot. Okay. yes, we purchase that. Okay. MR. CRITTON: What was the first date you gave about built home? MR. BERGER: July 1983. MR. CRITTON: Thank you. BY MR. BERGER: ss And does the purchase price of $22,600; is that correct -A. Sounds familiar. oO. ~~ for the -- for the Northumberland Court lot; is that correct? Aus Ubehuh. Yes or no? Q A. What date was that? Q Pri 27 095. A That's correct. Q. Now, do you recall that in December of 1997 you and your wife bought apartment number 1902 at 1515 south Plagler Drive «+ That's correct. A Ge ~~ in West Palm Beach; is that right? A Yes, Sir. Q And does the purchase price of $105,000; is (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

(561) 832-7500 Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 67 of 71 that accurate? A. That's correct. Os Now, do you recall that in November of 1998 you and your wife bought apartment 1901 at 1515 South Flagler? A. Yes, QO. And the purchase price was $159,000? A. That's correct. en So in ~- so did you -- as of November of 1998, did you own both apartment 1902 and apartment 1901 at the 1515 building? A. Yes. But I didn't own the house in Royal Palm Beach. I didn't -- I sold that. With that money we bought that apartments. Q. You built the house at the Royal Palm Beach address? A. Yes. QO. After buying the lot? A. wes; We bought the lot years, years back. QO. Now, in October of 2001, do you remember ag buying a multi-family residential property at Yarmouth Drive in Wellington? A. I still have it. 7 And do you remember the purchase price being $310,000? PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 68 of 71 Page 147 A. Yes, Sir. Q. And this is while you worked for Mr. Epstein, correct? 2001, October 2001? Yeah. And you still own it; is that what you said? Yes. And is that a rental apartment building? Yeah, it's a rental. QO. And now, do you recall that in September 2002 you and your wife purchased a multi-family residential property at Sequoia Drive in West Palm Beach? A. That's correct. GQ, And the purchase price was $590,000? Do remember that? A. Yes. Ce And then in October of 2004 you bought the -you bought a multi-family residential property -- strike that. In October of 2004 your wife purchased a multi-family residential property at 6791 Fairway Lakes Drive, Boynton Beach? A. That is not correct. That is a house. That's where you live now? That's where we live now. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 69 of 71 And that's just a single-family home? A. That's a single-family home. 0. Okay. And now, did Mr. Epstein contribute any money to the purchase of any of these properties? A. He contribute the -- he contribute the $20,000 towards the purchase of the first property. OO: Well, the first property was back in 1983? A. No. No. The first property at 1515 South Flagler Drive. O.. That's apartment 1902? A. LOS 0. Did he contribute any other money towards any of the other properties? A. No. De So you paid $590,000 for the property at Sequoia Drive without the assistance of Jeffrey Epstein? A. That's correct. I had a loan, took a big loan on that. Oo: So he had absolutely nothing to do with your purchase of that property? A. Nothing. OQ. And he contributed nothing towards any -- to the purchase of any of the other properties that I mentioned? A. Nothing. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 70 of 71 Page 149] Okay. MR. BERGER: Mark this as Exhibit 4, please. (Exhibit number 4 was marked for identification purposes.) BY MR. BERGER: Q. Look at Exhibit 4, sir. It's two pages. And it's from Florida Department of State, Division of Corporations? A. Yeah. oF And would you turn to the next page, the second page? On the second page, do you see your signature and your wife's? A. Yes. 0. And do you recognize this as an application for redistration of a fictitious name? A. Yes. Oe And is that -- did you and your wife apply for registration of a fictitious name? A. Right. This was done by our lawyer, Fetterman. O And was that done in January of 2003? Look in the upper right. A. Yes. Ox Is that correct? (561) 832-7500 PROSE COURT REPORTING. AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-13 Filed 03/14/16 Page 71 of 71 Page 150 | A, Yes. QO. And the fictitious name was Las Villas Alessi Properties, correct? A. That's correct. oO. And did Jeffrey Epstein have anything whatsoever to do with the registration of this fictitious name? A. Absolutely nothing. MR. BERGER: Mark this as the next Exhibit. (Exhibit number 5 was marked for identification purposes.) MR. WILLITS: Spell the name of that last -—-— Alessi Properties. MR. WILLITS: Thank you. | MR. BERGER: It's Las Villas, V-I-L-L-A-S, | | BY MR. BERGER: Q. The next Exhibit, sir, has papers from the es 08 Department of State, Division of Corporations. Do you see it makes reference to Alessi Properties, LLC? Up at the top. It says: "Detail by officer/registered agent name." And then under that it says, "Florida limited liability company." (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) | Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 1 of 70 EXHIBIT 7 PART 3

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 2 of 70 Page 151 A, Where is that, sir? Just point it. On Then it says, Alessi Properties, LLC; is that Fight? A. Yes, sir. Oe Then do you see the next couple pages includes a letter from Adam Fetterman to the Department of State? Do you see that? A. Yes, sir. Os And then the next -- the next page is an articles -- articles of organization for Florida limited liability company. Do you see that? A. Yes, sir. Oe And then on the very last page, is that your Signature? A. Yes, sir. (a Okay. Is that your application to organize the Florida limited liability company, Alessi Properties, LLC? A. Yes. I just sign it. This was done by the lawyer. O. Did Jeffrey Epstein have anything to do with the creation of this company? A. Absolutely nothing. O. Did Jeffrey Epstein pay for Mr. Fetterman's services to do this? (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 3 of 70 Page 152 dL A. Absolutely no. 2 Q. Now, this was -- this Alessi Properties, LLC, 3 it appears to have been incorporated in August of 2003. 4 Do you recall that? Does that sound correct? : Pes Yeah, 6 (hh And between December of 2002, when you left q Mr. Epstein's employment, and August of 2003, when you 8 incorporated Alessi Properties, LLC, did you speak to g Jeffrey Epstein? 10 A. Never spoke again. qt on Or with anybody on his behalf, such as his Le staff or an investigator for him? Anybody? LS Pos Nothing. 14 OQ. Okay. Did you go to his home between January io and August of 2003? 16 A. No. Except twice, the two incidents that it Ly happened. 13 am But those -- and those happened later, after ie: ‘August of 2003, correct? Those happened either -40 A. Yeah. I never went to the home for any reason 2 to talk to him or to anybody. oe Q. Okay. So in September and October when you Zo went to Mr. Epstein's house -24 A. Yeah. 25 QO. -- uninvited, -(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895} Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 4 of 70 Page 153 Uh-huh. (ou -- you just assumed that he would have money in his briefcase? A. I assume. Q. You hadn't talked to him in nine months; is that your testimony? A. That's my testimony. Os And you said that you needed that money because of a woman that you were mixed up with? A. That's correct. QO. What's her name? Eva DaSilva (phonetics). And where does she -T'm sorry. Vonia DaSilva (phonetics). already forgot the name. Q. Vonia? A. Vonia DaSilva. Os Where is she now? Where does she live? A. I have no idea. She left -- she left the state. She was a girl from Brazil. The biggest mistake of my life. QO. And then you said during the questioning of one or two of the attorneys that you entered into a separation agreement with Mr. Epstein that included a confidentiality agreement and a release. Do you (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 5 of 70 Page 154 remember saying that? A. Yeah. MR. CRITTON: Form. ERGER: And those were signed by you? A. And Mr. Epstein. Oe And was that signed after the October incident? A. No. This was signed in January 2003. When you left? Okay. ‘oF A. Right after I left. oF A. Right after I left, it was done through the office in New York. Mr. Epstein never spoke to me again. It was done through the lawyers in New York. They send me the paper via Fed Ex. They send us a check. That was the end of it. That happened in January, January 2003. OQ. Do you have a copy of those documents? A. Not in here. ©. Do you have them at home? A. Yes, I do. 0. And let me just make sure I know what the documents are. There's a separation agreement? (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 6 of 70 Page 155 Just a separation agreement. And that includes a confidentiality provision? It was a -- there's a provision inside. Q. And it also includes in it a release or is the release. separate? Pes IT don't know. Lawyer terms. I'm not familiar with that. Ox Did you have a lawyer represent you in connection with that? A. No. never need it. Q. And you said Mr. Epstein paid you $30,000 to you and $20,000 to your wife? A. That's correct. oF And how was that paid to you? A. Cash -- I mean, check. It was a check but it was taken -taxes. MR. MR. MR. taxes were taken out. So it was minus it one check for each of you? CRITTON: Can we take a five-minute break? BERGER: sure. CRITTON: Do you want to finish one line of questioning? MR. BERGER: No, go ahead. Go ahead. VIDEOGRAPHER: Off the record at 2:15. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba2Z0bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 7 of 70 Page 156 | (Brief recess.) VIDEOGRAPHER: We're back on the record at BED V9 BERGER: Oy How many times have you talked with investigators of Mr. Epstein? A. One time. Ong And that's the one time that you've mentioned already? A. Yes. Q. And have you met -- talked to Mr. Critton before today? A. Oh, wait a minute. Sorry. I have to go back on that. Twice. One time when the criminal case started when they, like, find the card and Jeffrey says, I cannot talk to you, somebody will call you. I talked the investigator that I told you. And the second time was, I guess, you -- I don't know who was it, but they send -- they send me the -- I don't know if it was an investigator or they just give me your notice that I was going to be subpoena. MR. CRITTON: IT think that came from Mr. Willits! office. MR. WILLITS: Jack Hill's office. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 8 of 70 Page 157 1 MR. CRITTON: That wasn't an investigator. It Z was a subpoena server? 3 THE WITNESS: Yeah. 4 BY MR. BERGER: 5 On, Process server. Process server. 6 Now, this is Mr. Robert Critton. Have you a talked to him before today? 8 A. Yes, sir. 9 Q. How many times have you talked to Mr. Critton? 10 A. Once in my house. And we talk about ten 11 minutes yesterday? Monday? Monday? 12 Q. Yesterday? 13 A. Yesterday. 14 o Okay. And what did you discuss? 15 A. Discuss the same questions that you telling 16 me. And he told me basically, say the truth. Tell the La truth, nothing but the truth. And be firm and be -18 speak your mind and don't be afraid. 19 | | I thought that this incident about my life 20 never would have come out. I wish it would have never Za come out. But I guess it come out and it's too late. 22 QO. Well, you know what this case is about, don't 23 you? 24 A. Of course. I think it's a case against 20 Mr. Epstein. But it's not a case against me, is it? 0 foo. | le Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 9 of 70 No. Oh. And you know it's -(Brief interruption. ) BY MR. BERGER: Os And you know it's a serious case for the people that are bringing it? THE COURT: Form. THE WITNESS: Absolutely. BY MR. BERGER: O. So you had this conversation with Mr. Critton yesterday? A. Not about the seriousness, no. ie No. No. But the conversation that you had with Mr. Critton was yesterday, correct? A. Yes. Told him he -- he told me basically he was going to be here, that a bunch of lawyers were going to ask me questions and that I should be truthful and nothing else, basically. Oy Well, what else did he say? A. What else did Mr. Critton says? Nothing. He asked me about my health, because I was in the hospital this week. He asked me how I felt. And I says, well, I want to get this done. want to get it over, done, and go on with my life for (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 10 of 70 Page 159 1 the rest of my life. I want to finish with this. [I 2 don't want nothing to do with Jeffrey Epstein or this 3 case, once and for all. 4 Os Did you talk to him about the confidentiality 5 agreement that you mentioned? 6 A. No. 7 ee Or the separation agreement? 8 A. No. 9 Ow Or the arrest? 0 A. No 11 Oy Or the $30,000 that you were paid? iz A. No 13 QO. Did he tell you that this case that we're here 14 about == lo A. $30,000 where? What $30,000? 16 oF You said you were paid $30,000 and your wife Ly was paid $20,000. 18 A. Yes. Yes. The separation agreement. No. 19 ‘No. 20 QO. You didn't talk about that? Zu Pus No. 22 oF Did he tell you there were young women suing 20 Mr. Epstein? Did he tell you that yesterday? 24 A. No. He mentioned to me that it was a lot of 20 lawsuits against Mr. Epstein, criminal and civil suits. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 11 of 70 Page 160 a And -- not yesterday, but when he was in my house with 2 his secretary. 3 QO. Not yesterday? 4 A. Not yesterday. 5 QO. When was he was at your house with the 6 secretary? 7 A. About two months ago, a month and a half ago. 8 QO. You can't look to him to answer. You've got 9 to answer. 10 Pus I cannot remember exactly the date, but I LA would say it was about a month ago. 12 QO. Maybe I misunderstood. Was Mr. Critton at 13 your house yesterday? 14 A. No. He called me yesterday. 13 O. He called you yesterday? 16 A. Yes, Sir. La om And you talked for about ten minutes yesterday 18 on the phone? 19 A. No more. 20 Oe Did you tell me everything that you and ZL Mr. Critton talked about yesterday? as A. Yes. 23 QO Now, he visited your house -24 A. Yes. 209 Q -~ @ MOnNth and @ half or two months ago -(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 12 of 70 Ps Q. A. Q. A. Q. Po Q. Bs Q. A. Q. A. Q. A. QO. A. QO. Absolutely. -- with his secretary? Yes. And did she take notes? Yes, she did. Pardon me? She did. She took notes. Just by pen and paper? Pen and paper. Not a machine like the court reporter? No. Were you taped? Did somebody tape record you? No. Did he show you the notes that she took down? No. Typed up and show you the transcript? No. No? Now, how long was Mr. Critton at your house then? A. on For about half an hour. And did you know that he was coming? call ahead of time? happen? A. Q. Yeah. And, so, what did you expect was going to (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 13 of 70 Page 162 A. He was going to come in and ask questions about this case. Q. So what did he say? A. Same questions that you guys are asking me, exactly the same questions. Oo. Nothing more? A. Basically what you saw, what you did, what your job description was, what you did, how you start your day, how was your day and how was -- what time you started, what time you finish and what you did, and what was your responsibilities. And that was it. Q. Okay. And were you paid anything for that? Pes Absolutely not. The only money that I got, it was from you for this $47 check for coming in here. Q. Okay. Pus And I will take no money from nobody. QO. Okay. Were there -~ were there any other times that you talked to either Mr. Critton or anybody from his office? A. No. Oe You described every time that you've ever talked to either Mr. Critton or people from his office? A. No, sir. Q. You've described all those times that you've talked to Mr. Critton or people from his office? I'm (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 14 of 70 Page 163 not asking the question clearly. Did you talk to Mr. Critton any other time? A. No. I talked to Mr. Critton twice, once in my house, once yesterday. Q. Now, how about Mr. Jack Goldberger, Mr. Epstein's criminal defense attorney, did you ever talk to him? A. No. O. Did you ever talk to Alan Dershowitz about any of these matters? A. No, Sir. Q. Or Roy Black? A. No, Sir. Oe Now, I'm just going back over some different things that you mentioned. You said that there was a Roladex that you created of names of women? As Not it was a name just woman. It was companies, air condition companies. It was cleaning companies. It was suppliers. And it was -- it was a Roladex that I left it there. Q. Did you have a list of girls on your Roladex? MR. CRITTON: Form. THE WITNESS: No. We had a list of girls in a-- in a-~- in a sheet with plastic that we have (561) @32-/500 PROSE COURT REPORTING AGENCY, INC. (561) B32-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 15 of 70 Page 164 all the massage therapists. It was two pages or three pages of people in a plastic sheet that we had it where -- by the telephones. That was it. Q. A. Js Q A Q A Q A Q A Q. A Q A Q A Q A BY MR. BERGER: Have the names? Names and phones. Telephone numbers? Uh-huh. What about addresses? No, no addresses. What about dates? No, Sir. And who prepared the list? Either Ms. Maxwell -- Ms. Maxwell. Was it typed? Yeah. They were types. No. Typed. Yeah. Who typed it? I don't know who type it, but it came from New The list? Yeah. Did you -- did you give the information that went into the list? (50)). 232-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 16 of 70 No. QO. Where was the list kept? A. In many places. It was in Mrs. Maxwell's desk. It was one in the kitchen, one in my office, one in my room because sometimes I was in my room and I have to call. these people. It was one in the new house when they build the new house. It was all over. And it was also those -~ those files for the house -~ the house running operation. QO. Was it the same list that was in all those places? A. Basically, yes. Was the list updated? Yes. Q A O, Did you keep a copy of the list? A No, I don't have a copy of the list. on When you left Mr. Epstein's employment, you didn't take a copy with you? A. Not at all, OQ. And when you worked for Mr. Epstein, you didn't write notes about what you did and what you saw? A. No. Q No? A. No. I had too much to do. QO You didn't put anything in a computer about (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 17 of 70 what you saw at the house? A. No, sir. O,. Did you ever talk to your wife about what you Saw at the house? A. Like what? Saw about what? Os About the dildos. About the massages. Did you ever talk to your wife about that? A, Yeah. And that's one of the reasons that never send my wife after -- this hap -- these dildos and things like that happened right at the end of my stay there. It never happened before. Right at the last couple months before I left. And that -Q. And that’s when. young girls —MR. CRITTON: Let him finish his answer. THE WITNESS: And my -- my worry about was that my wife will panic. And I never send her up x to clean up the rooms or anything else. there BY MR. BERGER: De Is that when young girls started coming to MR. CRITTON: Form. the WITNESS: Cne-girl that V can Think -or. BY MR. BERGER: CO Just one? A. One girl. That girl that she show me the (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 18 of 70 QO. V.R.? A. That's the only one that I can think she was young, but I don't know how old. Oe Do you still have the transcript from -- from the police in front of you, from the State Attorney's Office? It's below that. It's at the bottom. Keep You see? Turn to page 9. Page 9. Now, look at me. It says, page 10, but it also says page 9. So you got page 9? Page 9 and page 10. Okay. Oh, okay. Page 9. Okay. I want you to see page 9. MR. CRITTON: You want the transcript page 9? MR. BERGER: Yeah. BY MR. BERGER: QO. Let me just make sure you're on the right page. Yeah. Look at line 13. It says, answer: "No, sir. Mostly no. We Saw one or two young ones in the last year." (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba2Z0bcae87de

| Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 19 of 70 Page 168 | a Do you see that? | Z MR. CRITTON: Form. It's taken out of | 3 context. There's no question. | 4 BY MR. BERGER: | 5 OQ. Do you see those words? | 6 A. Did they seem -- did they seem young to you? | Z No, sir, mostly were no. We saw two young ones in the 8 last year. | 9 ys Well, it actually says, "we saw one or two | 10 young ones in the last year." i A. "We saw one or two young ones in the last | LZ year. Before that they were all adults." Le QO. The one or two young ones in the last year | 14 that you're referring to, who are they? | als A. One was V. and the another one was N.B. 16 QO. Don't write on that. Okay? Don't write on | 17 that with your pen. | 18 Look at paragraph -- look at line 19. | 19 | A. Yes. | | 20 Q. It says, quote, I remember one girl was young, ! 21. unquote. 22 Do you see that? | A5 A. Yeah. | 24 MR. CRITTON: Form. : 25 BY MR. BERGER: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (S61) 832-7506 | Electronically signed by Sandra Townsend (401-377-676-2895) | Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de |

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 20 of 70 Who were you referring to? A. Vv. Q. And then you see under that at line 22, it says, quote, but I imagine she was 16, 17. In my judgment she was 16, 17, unquote. Do you see that? MR. CRITTON: Form. THE WITNESS: Yeah. BERGER: Were you referring to V.? MR. CRITTON: Form. THE WITNESS: I think so, yeah. Oh, can I read this again? BY MR. BERGER: QO. Sure, go ahead. Take your time. A. "During the last year while you were working for him, what do you mean, they look young? Did they look like they were still in high school? Yes. And the only one that I knew was in high school was N. remember one girl was young. We never ask her how old she was. I never asked N. how old she was. I think she was in the last year of high school. Right. Understand. Question. But I imagine she was 16, 17. I don't know. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

(561) 832-7500 Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 21 of 70 Page 170 In my judgment she was 16, 17." I was talking about, I was referring about N. at that time. Q. So at line 22, look at line 22. A. Yes, Sir. Q. It says, guote, but I imagine she was 16, 17, unquote. You were referring to who? To N. Okay. You can put that down. You mentioned Joe Joe. You said Joe Joe was the house man in New York? A. Yes. I met Joe Joe. Oo. And do you know his full name? A. Joe Joe work with his wife. They were Funtanella (phonetics), Funtanella. Joe Joe and Lynn was his wife, Funtanella. Ox When is the last time you talked to them? A. Wow. Never talked to them again in over ten One Now, you mentioned in response to Ms. Ezell's questions, you said something about V.'s father. Do you remember talking about that? A. Une iia, Q. How do you know that person was her father? PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 22 of 70 Page 171 A. Because either she told me or Ms. Maxwell told me that her father used to work at Donald Trump's place. And she -- I think he is the one who bring her to the house that afternoon, the first time I saw V. drive in at this -- Donald Trump's house. QO. Now, you said you know -- you knew who Alan Dershowitz or you know who Alan Dershowitz is, right? A. Many times. And he was at the house? Was he ever at the house when there were naked Q A. He's been at the house a lot of times. Q women at the house? A. No. No? They were never naked woman at the house, sir. I remember one occasion when one English girl -- I think she was English or German girl -- came to the house. And usually in Europe they use topless, they don't wear anything. But she was taking the sun outside and she came to the house with nothing on and I chase them out. I says, not in this house. You don't do it. You go outside, put the towel and come in here. Cc Because she came to get something from the kitchen wearing nothing. And I did not allow that. Q. But when Alan Dershowitz was there, were there (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

any women that were topless? A. No, not that I can remember. Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 23 of 70 QO. What about when Prince Andrew was there? A. Not that I can remember, Sir. Oe Did you ever see Alan Dershowitz around naked? A. No, sir. er How about Prince Andrew? A. Sir. Ge You mentioned your divorce, that walking it cost ~-- it cost money. Did Jeffrey Epstein pay for anything connected with the divorce? A. Absolutely nothing. Os Let me go back for a minute to the confidentiality provision in the separation agreement. Did you -- did you discuss with anybody why there had to be a confidentiality provision? Did you talk to somebody about that? A. No. No. I discuss it with Mr. Epstein when he told me, he finally come out and says, they were going to try to replace us. And upset because I was not ready to leave yet. same time we were expecting to be left out. there before they decide to let me go. And I went to -- I remember very John ~~ I know -- and we got But at the And I left clearly, (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

(561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 24 of 70 Page 173 went to his office in the pool house and it was -- I talk to him and says, John, -- I went with some faxes that came to my office and they were people interviewing * for my job. So I feel very pissed about it. And I went to his office and said, Jeffrey, what is this? And what is this? And what is this? He says, well, that's Ghislaine. I'm not involved into that. And I says, okay. We're going to leave, Jeffrey. That's it. We're done. And what you going to do for me? And he says, well, what you want? And I says, give me at least a year's salary. And that's what it turn out to be, around $50,000, plus the van. And he says, okay, John, wish you good luck. And the last day I was there we shake hands and we left. But my relationship with him, it was good. It was friendly. At the beginning of the -- my job was very friendly. Then he changed when Ms. Maxwell come in. I didn't like to work for her. She was a bitch. And she make us life hell. And that's why we left. But it was not with Mr. Epstein. Ors Do you know why there was a confidentiality provision in your agreement? Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 25 of 70 Page 174 That's lawyer stuff. I don't know. MR. BERGER: Okay. That's all I have. CROSS EXAMINATION BY MR. CRITTON: Oe Mr. Alessi, my name is Bob Critton, as you know, and I represent Mr. Epstein. A. Yes, Sir. QO. You've been ~-- this deposition started at LO0;00. [t's @lmeost == 10's clesing in on 3:00 but for about 45 minutes or an hour that we took for lunch. I'm going to try to be relatively brief so we can get you out of here. Okay? A. Okay, sir. Os You've been asked questions by five different lawyers who represent various Plaintiffs in this case. A. Yes, Sir. Os In some instances you've been asked the same question multiple times? A. Yes, sir. Os The testimony -- you've also been asked a number of questions about your separation from Mr. Epstein sometime at the end of December of '02 and the entrance or your entering into a separation agreement with him? A. Uh-huh. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 26 of 70 QO. Correct? A. Yes. Os And subsequently there was an incident in 2003 that you've described in some detail, based on the questions that have been asked, and you and Mr. Epstein reached an amicable agreement; you repaid him the monies that you had taken and you parted? A. Yes. QO. Is that a fair statement? A. And I will have to add something to that. When we talk at the luncheonette, we have coffee, he says, John, if you were not my best employee that have and that you would not take care of my mother, would have put you away. And that's the way he come out to me. And I says, I like you and let's -- just pay me back in one or two weeks, because I send the money back and it got lost. So he give me another -- not him, but his lawyer says, you got another month to pay. So between I got the money -- the money order was lost in the mail. So I send it back. I pay everything, $6,310. think it was 6310. And that was it. Os And I'm more interested, not so much in the details, Mr. Alessi, but the color, so to speak, the lawyers have put on this, is, is that as a result of (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 27 of 70 Page 176 | your separation from Mr. Epstein in late-2002 and the | incident in 2003, that somehow you have colored your testimony to help Mr. Epstein today. And my guestion to you is: Have you told us the truth today as to every question that's been asked and the questions that are going to be asked of you? A. To every one of you. MR. WILLITS: Object to the form of question. BY MR. CRITTON: Q. And with regard to the agreements that you entered into with Mr. Epstein, in particular the confidentiality agreement, you were asked a question by Ms. Ezell whether you understood that you're not bound by confidentiality today. And you responded in the affirmative, right? You understand that you're to tell us -- to answer every question fully to the best of your knowledge? A. Absolutely. And that you have done today? Q A. Yes. Q Okay. MR. WILLITS: Object to the form of the question. BY MR. CRITTON: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 28 of 70 Page 177 QO. You told us off the record -- and I don't know whether it was on the record, so I want to be clear because you've been sitting here a long time. You're currently under care and treatment for having chemotherapy; is that correct, sir? A. Yes, I have. Q. And I think you told us earlier that you were in the hospital two days last week? A. Last week, yeah. Q. And, so, we've -—- you've done great. You've probably done better than the lawyers today. But you'd like to get this over today and finished? A. I hope so. OQ All right. There have been a lot of questions about your job description and duties at Mr. Epstein's. And if I understood it correctly, is basically, once you became the full-time house manager, you were responsible for all aspects of the operation of the El Brillo residence? A. I was. MR. WILLITS: Object to the form of the question. BY MR. CRITTON: Qs And during the time that you were responsible for all aspects, of the El Brille residence, that (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 29 of 70 Page 178 included not only maintenance and repair, but appropriate staffing, laundry, cleaning, shopping, cooking, whatever -- whatever needed to be done at the home? A. That's correct. MR. WILLITS: Object to the form of the question. BY MR. CRITTON: OQ. And during the time that you were there as the full-time -- as the house manager from 1992 up until December of 2002, you did all those different types of responsibilities; is that a fair statement? Bs Yes. MR. WILLITS: Object to the form of the question. BY MR. CRITTON: QO. And at some point -- let me suyiies that. The original deal, so to speak, that you cut was with Mr. Epstein; that is, when you became the full-time house manager; is that true? A. That's =rue. QO. And some point within -- what? -- a year or so, I think Eva -- Eva -A. Eva. QO. Anderson ~- (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 30 of 70 | | Page 179 ae ee Os -- was no longer Mr. Epstein's -- Dr. Eva Anderson was no longer Mr. Epstein's girlfriend, -Ais net's Gorrect., OQ -~- and a new girlfriend came in and that was Ghislaine Maxwell? A. inat’ s- Correct. Q. And when Ms. Maxwell came in, she, in essence, took over as your immediate supervisor? A. That's correct. Pe During the time that you worked for Mr. Epstein, did you have a good, excellent, fair, what was -~- how would you describe your relationship with him? Good, excellent or fair. I will think good. QO. And did you interact with him very much or does he interact with anybody very much? nS He doesn't interact very much. At the early years, yes, he did come to the kitchen and we used to sit down in the kitchen and he would discuss my kids, my family, his family, and he will talk to me. was -~ we were told not even to look at his face. Not even to -- this was done by -- this was even done by, At the end of my stay there, it was -- I | I (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

(561) 832-7500 Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 31 of 70 Page 180 | they hire a Countess from Europe to write this book and to write ideas of how the house of royalty should be. And that's the way Ms. Maxwell wanted the house to run, as a royal house. And I was pissed off at that and I never agreed with that and I never went with the book. threw the book away. And that was it. MR. CRITTON: Let me move as non-responsive to my question. Move to strike. MR. WILLITS: He should allowed to finish what he thinks is responsive to your question, even if you don't agree. BY MR. CRITTON: QO. Were you finished, sir? A. Yes, I finish. MR. CRITTON: See, he's finished. MR. WILLITS: He wasn't, but okay. BY MR. CRITTON: Ow I'm trying to -- listen carefully to my question because I'm trying to get you out of here sooner rather than later. If I understood your testimony is, is that, you had -- you considered your relationship with Mr. Epstein to be good during those years? Px Good. And would you describe your relationship with PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 32 of 70 Ms. Maxwell as not being as good? A. Yes. Os When -- you were -- you had an opportunity over lunch, Mr. Berger gave you a copy of a statement that you gave to the State Attorney's Office on November 21, 2005, we've marked as Exhibit, I think, Exhibit -MR. CRITTON: What did we mark it as, 2? THE WITNESS: At what page? MR. WILLITS: Yes. Tt was 2. MR. CRITTON: Thank you. BY MR. CRITTON: Os No, just statement, the whole statement. had an opportunity to look at it over lunch? A. Yes. Q. And that's a statement you gave back on November 21st of 2005? A. Uh-huh. | QO. Is that correct? A. That's correct. Js And at that time you were there with Mr. Murrell, who was your attorney. And you gave a statement and I think as well your wife spoke with the State Attorney's Office? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 33 of 70 Page 182 A. That's correct. QO. And whatever questions the State Attorney asked of you at that time, I assume you fully answered; is that correct? A. Absolutely. Os And then page 9 where Mr. Berger took you with regard to the questions ~-- and before I get -- I'm going to come back to page 9 in a minute. But if I understood your earlier testimony in response to one of the lawyers who asked you questions, is, there were a number of European women, all who you deemed to be 20-plus years old, that would travel with Mr. Epstein to various places and as well would come to the house from time to time? A. Tia & Correct. Q. And I think you testified in response to Mr. Berger's questions today, is that the only female that you understood that came to the house during the time that you were the house manager who you knew to be under the age of 18 was N.B.? A. Pree" = COLTece : QO. And you knew she was under 18 because you would pick her up from high school? A. The C*.6: SOL rect. Os And that's a young girl who I think you (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 34 of 70 LG, 7s Q. And I think you said she never was involved in giving any massages to Mr. Epstein? A. I don't think so, never. QO. And the times that you saw her, Mr. Epstein was mentoring her on a career which ultimately turned into her becoming an actress? A. I think so. Yeah, that was the main purpose. 0. And on multiple occasions when she would be over, she would be over there at Mr. Epstein's home with her mother; is that correct? A. Yes, that's correct. QO. And of the girls that came or the women that came to give massages to Mr. Epstein over the years you were there, I think you've described on page 9 of your deposition that you may have seen a hundred or 200 different massage therapists? A. It could be less. I don't think it's more than 200, but it could be less than 200, yes. It was -it was 11 years or 12 years or 13 years of constant people going in and out and people that were coming to the house, he will bring for another state, he will bring in his planes. People that it came from Europe, massage therapists, there were men and woman. They live (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 35 of 70 Page 184 in Miami, we -- so it was so many that I cannot remember how many. QO. Okay. And I understand that. I'm just referring back to your statement where it says at page 9, line 9, the question was: "Yeah. Yeah. Not the same girl. I mean, during 11 years I probably saw a hundred, 200 different massage therapists." Do you see that? A. Yes. en All right. And if I understood your testimony is, the ones the -- that is, of the massage therapists, as you've just described, you saw some men? A. Yes. Q. You saw more women? A. More woman. OD. And all of the women, at least from your viewpoint, were 18, 19 or older? A. Yes. MR. CRITTON: Why don't you change your tape right now. VIDEOGRAPHER: Off the record at 2:54. (Brief recess.) VIDEOGRAPHER: We're back on the record at 2555. BY MR. CRITTON: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 36 of 70 Page 185 | a CO. Mr. Alessi, in the 11 years that you worked Zz for Mr. Epstein, with regard to the massage 3 therapists -- and I'm talking about all of them, women, 4 men, the ones that were 18, 19, 20, or the ones that 5 were older -- did you ever see -- or, first of all, did 6 you ever hear any complaints about -- from the massage 7 therapists about the massage they had given to 8 Mr. Epstein? 9 A. No. 10 Oo. Did you ever see a massage therapist during 11 those 1l years that appeared to you to be distraught? 12 A. Never. iS Ox To be in some form of a shock? 14 A. Never. 15 Q. To be scared? 16 A. never see anybody scared. 7 Oe Did you ever see someone who looked like they 18 were upset or crying? 19 A. Na, Br, 20 is I think you, in response to Mr. -- well, not a1 sure who asked the question -- but they -- you were 22 asked whether you ever spoke to the individuals -23 A. Yes. 24 OQ. -~- when they came down. And I think you said 25 from time to time you might have some small talk with (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 37 of 70 them afterward? Poy Yeah. a. Did you usually see them if they came down? A. Yea, 0. So you would have had an opportunity to observe their appearance, correct? ae That's correct. on Have you seen people who look distraught, in shock, scared, upset, angry in the past -- not massage therapists -- have you seen people in your life experiences? A. Oh, yeah, yes. MR. MERMELSTEIN: Object to the form. [TTON: Q. So if -- well, let me ask it this way: In your life experiences before you worked for Mr. Epstein, and, in fact, during the time you worked for Mr. Epstein, have you seen individuals not associated with Mr. Epstein who appeared to be distraught, in shock, scared, upset, angry or injured? A. Yes. MR. MERMELSTEIN: Object to form. ['TTON: QO. Have you seen people who appeared to you to have been traumatized by a particular event? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 38 of 70 MR. MERMELSTEIN: Object to form. THE WITNESS: Yes. BY MR. CRITTON: is Have you seen people who seem to be -- well, I assume you've seen people who have yelled or screamed as a result of some event that had occurred in your presence? A. Yes. Oe On the massage therapists that you saw at Mr. Epstein's house from 1992 up until the time you left in December of '02, did you ever see any type of reaction, distraught, shock, scared, upset, crying, disheveled, injured, disoriented, yelling or screaming for help at any time? A. No, Sir. Q. Once the massage -- once -- let me strike If I understood your testimony, you helped set up -- either you set up the room or you helped set up the massage room? A. Uh-huh. QO. And you might be the person or it might be someone else who would lead the massage therapists or the female up to the room, the male or the female up to the room? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 39 of 70 Page 188 A. Yes, sir. Os Once that person was upstairs, you then would come back down and resume your multiple duties downstairs? Pe Absolutely. QO. As to what occurred during the course of a massage, do you have any personal knowledge during the ll years you were there? A. There was absolutely no way to know or to get into the room. The windows were what they have, those automatic electric shutters. They were completely dark, completely a hundred percent dark, the rooms. And it was -- nobody saw it. I knew it when I was at the house that I never saw anything was going on inside. Q. So you have no personal knowledge what occurred during any particular massage? A. Nothing. Os And I think you said -- well, let me strike In other individuals whom you have done for at big houses in Palm Beach, did those people time to time have massages, too? A. T never work in a house inside as for Mr. Epstein. QO. Yours was outside maintenance work? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 40 of 70 Page 189 | I was the maintenance guy outside. All right. And if -- well, let me strike You're aware that there's all sorts of spas. The Breakers? PGA? Trump? A. Absolutely. QO. The Ritz Carlton? The Four Seasons? And probably a thousand other places in Palm Beach County? MR. WILLITS: Object to the form of the question. BY MR. CRITTON: Q. Well, let me strike that. Are you aware that there's more than ten places that someone can get a massage in Palm Beach County? A. Gl eourse. ‘oF Are you aware that there's probably more than a hundred places, maybe a thousand places in Palm Beach ‘Conary, een Boca Rao 5 through Jupiter and sa oa way out west where people can get a therapeutic or a massage? A. Yes. Q. And I assume you were aware that -- or were you aware of that during the time period that you worked for Mr. Epstein? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-cB86e-4b9f-8d01-ba20bcae87de

Tasos (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 41 of 70 Page 190 | A. Yes. Oe And I think you told us that you were aware that there were massage schools? Pea Yes; Oy And is it your understanding that generally massages are given in a -- in a room with a table where the lights are generally turned down? A. And music on, yeah. Os All right. You were asked a question about vibrators or I think that the word was sex toys. If you'li turn to page 20 of your statement, If you look at page -- if you just glance at A. Okay. Ox -=- through line 22. Take a chance. If you'll just look at that, then I'll ask you a couple questions. Read to yourself, please. Otherwise, the court reporter will have to take down everything you say. Fe Yeah. QO. And at least the statement that you gave back in -- on November 21st of 2005, almost -- almost four years ago now, you describe that there were -- that you saw two types of massagers or vibrators; is that Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 42 of 70 correct? A. That's correct. Os And is that your best recollection, as you sit here today? A. That's the best recollection. ae And one of the vibrators, you said was, as you described earlier, looked like a dildo? Ax Bighe, And -MR. WILLITS: Object to the form of the question. BY MR. CRITTON: Ou Well, let me ask you this: Was the item that you described, that's described at lines 12, 13 and 14, and 15 -- 12, 13 and 14 on page 20, is that what you described, is that what you were talking about as the aildae? A. 7 I assume you're familiar with what a dildo A. I know that it's one of those -> You don't have to describe it. Just are you familiar with what one is? A. No, I don't. I'm not really familiar with that type of instruments. But what did I saw it and is (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 43 of 70 Page 192 it true now, is it true when I make this statement, it was a big rubber man's -Penis? -- looking penis, with double head, two heads. And == And I don't know how is it even called. And I am sorry. It's a little unpleasant. Os Theat 's-ali: Fagin, The second item that you described was a neck and back vibrator; is that correct? A. Yeah. They have this vibrators, they have the cordless and they have these balls and they have different types of those vibrators, too, Oe Like you can get them at Brookstone or something like that? A. Yeah. Yeah. Yes, sir. Q. So at least when you were at Mr. Epstein's, and I think as you described in response to lawyer's questions today, is during the last couple of months that you worked at Mr. Epstein's you saw these two vibrators? A. Yes. Q. And on those two occasions you'd take those vibrators, if you went up to clean afterwards, you'd put on your gloves, pick them up with a towel and you'd (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 44 of 70 clean them off and you'd put them back in Mes, Maxwell’ e:—= A. Closet. 4 =~ G1OS6E0 in her Dathroon? MR. WILLITS: Object to the form of the question. THE WITNESS: I put it back in the closet and inside the closet there was a laundry basket that is where she had those. BY MR. CRITTON: Q. And as to whether or not someone actually used those items or how they were used, all you know is you found them --— A, I find 1t an the sink, MR. BERGER? Ob}eehion. Mr. Crivion is testifying. Leading. MR. WILLITS:: Ob ection, also, to the form. BY MR. CRITTON: Os Let me ask you this: Do you know, if I understand it correctly, you found the two vibrators, one for the neck and back and the other one that you described as a dildo, you found them in the sink on those few occasions near the end of your employment? A. Yes. MR. BERGER: Objection. Testifying. Leading. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 45 of 70 THE WITNESS: T find it in the sink. BY MR. CRITTON: Oy And then you would clean up and put it back in A. I will put my rubber gloves, get a towel, put them under the sink, run the water and put them in the closet. And you put them back in Ms. Maxwell's closet? Closet. Q A Q. Why? Why into her closet? A Because they were always kept there. ar All right. You testified earlier, is that if you were going to call someone for a massage, it would either be you or Ms. Maxwell, if I understood you correctly? A. Yeah. Q. Okay. A. At the end -- at the end of my stay was also another girl, Sarah, Sarah that came. And then she was handling everything, as far as calls to these girls. Q. Did Mr. Epstein ever make these calls? A. I never heard. Q. If Mr. Epstein was not in residence, that is, if he was in New York or some place else other than Palm Beach, did you and your wife still stay at the home or (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) ; Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 46 of 70 would you go to one of your apartment? A. No. We went to our apartment. Q. And then when he wasn't there, would you have pretty more regular hours around the house? Ps Pretty much. Pretty much, yeah. That was the days that we had to have the cleaning crew, I still had to go to the house and oversee the cleaning operation, oversee the gardener because there was not, when they were there the gardener weren't supposed to make noise, so we have to take care of the pool, the chlorine and all that stuff. Ow So you would still do your regular but you could finish pretty much 9:00 to 5:00? A. Yes. That was much easier. QO. And when he was -- how often would he generally be in Palm Beach? A. Too much. Oe All Paghe, Bur if == woulo-he- be here. at least a couple -fi I would says, at least three times a year -- a month, three weeks a month, three weekends a month. Usually they come in on a Thursday. Either they left a Monday or Tuesday. Q. And then they go wherever else they were going and then things would get back to more of a 9:00 to 5:00 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) B32-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 47 of 70 type routine? A. ThaL Ss ont. QO. And if he was in residence, that's when your job became much more all encompassing? Es Exhausting. Os Okay. You were asked about a female named V.R. I think you originally thought it was V.P., but VeRa? Yeah. You recall now; is that correct? Yes. Yes. Ox And I think you described her, I think your recollection was, is that you remember her being at the house the last few months that you worked for Mr. Epstein? Po. Yeah. The last few months. Q. And that's the only time that you remember her actually being there? A. “Yeah. QO. Because you actually recall when she used to work at Mar-a-lago, and then you recall her starting to COME “CG. == A. To the house. QO. -- Mr. Epstein's home? RALGHC. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 48 of 70 Page 197 Q. And I think you testified that at one time you had to pick her up and she lived at her house or she was living with her boyfriend at some house out in Royal Palm Beach; 16 that correcr? A. That's right. on Did you know anything about Ms. R.? ar Not necessarily. Not that I can remember. knew the one time either Ms. Maxwell or Mr. Epstein told me that she was arrested because she was working in -in the restaurant and she took her -- the tips, her tips for that day. And the next day she was arrested and the money have to be returned and -- it was something about that, but that's it. That's all I know. ‘er Okay. Was it -- let me ask you this: Do you remember her stealing some money from the Roadhouse Restaurant where she was working? A. That's what I heard, that it was a report, there was a police report. Q. All right. And, so, at least you understood from Mr. Epstein or Ms. Maxwell that she had stolen money from her employment? Yeah. No. Nor the date of it? A. O. Again, you never saw the police report? A. he (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 49 of 70 No. A QO. That's correct? A That's correct. Q. And as to whether she repaid the money or what happened with that criminal charge, do you know? A. No, I don't. Os Do you know whether there's an arrest out for her -- a warrant out for her arrest at the current time? A. No, Sir. QO. Were you aware of any of her other background; that is, before she ever met Mr. Epstein, were you aware that she, back in, say, 1997, that she was involved ina sexual battery between with her and three girls and three boys that were engaged in sexual or lewd acts and they were found by some individuals in, as was described, compromising positions with the males on top of the females, including her, and she was intoxicated? Did she ever talk about that with you? A. No. MR. BERGER: Objection. Compound question. And Counsel is testifying. MR. WILLITS: Object to the form. MS. E4ZELL: Join. ETTON: Were you aware that she had, prior to the time (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (961) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 50 of 70 Page 199} she ever met Mr. Epstein, that she had -- her mother described her as having significant drug problems? MR. BERGER: Objection. Counsel is testifying. THE WITNESS: No. BY MR. CRITTON: Oa Mrs. Ezell used -- she referred to a 1 MS. EZELL: Santiago. THE WITNESS: Santiago. BY MR. CRITTON: De Have you ever heard of a Tony Figueroa? MS. EZELL: Thank you. You're right. THE WITNESS: I know that his name was Tony, but I don't know if it was Santiago or Figueroa. don't remember the last name. I never spoke to him, except ask him to move his car one time. BY MR. CRITTON: QO. And did Mr. -- got it wrong -- did Mr. Figueroa bring V.R. to the Epstein house on more than one occasion? A. Yes. Ox And did you consider her, at least from your viewpoint, was she one of the individuals who came to give massages? A. She was supposed to be a massage therapist. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 51 of 70 Page 200 1 Q. And, so, Mr. -- at least Mr. Figueroa -a Tony -- assuming, if I asked you to assume his name was 3 Figueroa, was he aware that his live-in girlfriend was 4 coming to Mr. Epstein's house to give him a massage? 2D A. I don't know if he was aware of it. He was 6 waiting outside. 7 Os All right. And you understood that she, that 8 is, V.R. and Mr. Figueroa or Tony, a Tony lived together 9 out in Royal Palm Beach? 10 Pos Yes. 11 Q. And as to what their relationship was and as 12 to what -- that is, their internal relationship was and Ls whether there was abuse, either physical or verbal, 14 associated with that, do you have any personal 15 knowledge? 16 A. Not except that that time that I went to pick Ly her up and she was crying and she told me the furniture, 18 the couch was slit with like a razor blade or a knife, Lo and also the screen porch at the entrance, it was cut. 20 And I ask, I said, what happened here? 21 She says, well, my boyfriend got mad and he 22 Cac: Als 23 O:. And she indicate -- she, V.R., told you it was 24 her boyfriend that caused all that damage? Zo A. Yeah. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 52 of 70 Page 201 0. With regard to V.R., did it ever appear to you that she was forced to come to Mr. Epstein's home? A. T don't think so. I don't know if it was forced between them, but I never saw force. I never saw -- I was there the first time Ms. Maxwell met her immediately that she went into the spa, when she was walking into the spa. And I was surprised to see that | afternoon she was at the house. QO. Did you ever see anyone forcing Ms. R. onto the Epstein's premises; that is, either by grabbing her by the arm or by the hand and dragging her in? A. No. Either her or nobody else. Q. Did you ever see Ms. -- V.R. when she came to the home where she appeared to be ~-- that is, when she arrived at the home to be upset or angry or distraught? A. No. Oe And specifically with regard to V.R., when she left on those occasions where you saw her in person = leave the house, did she appear to be in the same, I'd say, overall demeanor and mood when she left as she had been when she came? A. Yeah, normal. She was normal. Did she smile? Q A. Yeah. Q Say hello to you? (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 53 of 70 Page 202 | They all smile after they got paid. MR. CRITTON: All right. That's all I have. Thank you, Mr. Alessi. THE WITNESS: You're welcome. MR. WILLITS: I don't have any questions. MR. BERGER: Okay. MS. H4eLL: J. do, RECROSS EXAMINATION BY MS. BARI Q. ia Q A Q. A Q that Sorry. Let me find my place, here. First of all, forgive me. I didn't mean to lead anyone. It is Figueroa, not Santiago. I think lived on Santiago Street. Yeah. Santiago Street in Royal Palm Beach. Right. And I confused the two. My head is not going very well now, so... Do you need to take a break? Please. No, I am fine. I am fine. Well, it was my head that wasn't going very You mentioned that your wife, I believe you ~~ let me start over. [ believe you said one reason you wanted to stay was that it was causing psychological problems -A. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Yes, it is. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 54 of 70 ~~ and problems with your marriage? Absolutely. What kind of psychological problems? I say, psychological problems. I says, marital problems. That would be a better answer it. Because the stressful was on me. Tf there was a dust, spot of dust, they never came to her. And she was able to ~~ she was over involved with the cleaning crew, but it was never from Mr. Epstein or Ms. Maxwell yell, they will never go to Mari to ask, hey, Mari, why this doesn't look good. And, so, I had all the blame. And the only a person I have to take it out was my wife, unfortunately. And that was the worst mistake, to have my wife working in there. Os Did she ever complain to you or seem disturbed by what she thought was going on there? A. No. She never saw anything. Oe Was there Bier a guest there by the name of Tommy Matola? ig Tommy Matola? No. Not when I was there. Q. You mentioned this morning that there were some visitors who were very important men, Noble Prize winners? A. Yes, ma'am. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) (961) 832-7500 PROSE COURT REPORTING AGENCY, INC. (961) Baz2=7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 55 of 70 Page 204 Oe Are you -- do you recall a Martin Nowak? A. I think that sounds familiar. If he is an old guy, old man? I think so. Mathematician? Yes. Biologist? Yes. His name Martin. I recall that, yes. And do you recall a guest, Murray Gell-Mann? Mary Gell-Mann? MR. WILLITS: I think you said ~MS. BEZELL: Murray. MR. WILLITS: -- Murray and he said Mary. BY MS. EZELL: Q. Murray, Murray Gell-Mann. And, again, speaking of these -- these -A. Is that a man or a woman? I believe it's a man. A. Murray Gell-Mann. Could be, but Ceca Ll. Qs Do you recall the name Jerry Edelman? A. No. (3 What about -- can't read my own writing here -- Henry Risorski (phonetics)? A. Henry Risorski, yes. Yes. QO. Was he a frequent visitor or - (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 56 of 70 Page 205 A. Not too frequent. But, also, he was a science -- I think so, he was into the science. QO. And Larry Summers? ae Larry Summers. Yes. lbLarry Summers was a lawyer? OQ. I think perhaps he was the president of a college? A. I don't know. OC. No? A. No. oF Well, then among those that you recall, Mr. Nowak, the biologist and Mr. Risorski, did they ever have massages that you can recall? A. I cannot recall, no. Oy Was it your impression that Mr. Epstein liked to surround himself with extraordinarily bright people? A. Yess MR. CRITTON: Form. BY MS. EZELL: Os And 1S 10 your impression; also, that he’s rather bright and brilliant himself? A. Yes. MR. BY MS. B4ZELL: Oe Did -- did you ever gain the impression that (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895}) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 57 of 70 Page 206 | - he was some sort of brain scientist? : 2 MR. CRITTON: Form. 2 THE WITNESS: No. No. No. I know his 4 background. And I -- over the years I learn how he 5 come up and into the business and how he make his 6 fortune. And I don't think he was a brain 7 scientist. 8 BY MS. EZELL: 2 Os Nobody ever told you that? 10 A. No. 11 is If you take a look again at page 9 of the 12 Lranscript, Exhibit 2? 12 A. Okay. 14 QO. Let me call your attention to line 2, which Lo begins with the question: "Did he have girls come over L6 to give massages?" dee A. Yes. 18 QO And you said: "Yes." 19 A. Yes. 20 Q The next question is: "How many massages 21 would he have in one day?" Le And I think you said earlier, maybe -23 sometimes they'd have three a week? 24 A. No. No. That was not the question. ao Sometimes he had one, two or three a day. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 58 of 70 Page 207 Q. That's what I wanted to ask you. Up to three a day sometimes? A. Up to three a day. Ox And did that happen often? A. Very often. Or he had yoga in the morning or in the afternoon it was a massage. I don't know that again. When it was yoga, it was in the pool house. When it was massage, it was upstairs. So I don't what they did when closed doors, you know. But it was a couple of these girls that were yoga experts and they were massage therapists at the same time, so I don't know. But there were -- many times there were two, three massages a day. Also, she had a massage just about every day. QO. Meaning, Ghislaine? A. Yes. Q. Then on line 12, the question was: Did the massage therapists seem young to you?" And you said: "Mostly, no. You saw one or two young ones in the last year.” Pes Yeoh. Then, again, still -MR. CRITTON: Object to BY MS. E4ELL: Qe -~ still talking about the massage therapist, (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 59 of 70 Page 208 | . they asked you: "What do you mean, when they looked Do you see that? MR. CRITTON: Form. THE WITNESS: Yeah. young?" On line 17. | BY MS. EZELL: on Then you go on to say: "I remember one girl was young. We never asked how old she was. It was not my job." And the questioner said: "Right. understand." And you said: "TI imagine she was 16 or That's correct. 1 Or -- "in my judgment.” Yes. | 1 MR. CRITTON: Form, I think. BY MS. EZELL: ae There was -- the only people being discussed in all of this conversation were the massage therapists, righ? MR. CRITTON: Form. | THE WITNESS: Well, we discuss about N., this girl that I mention in here. I thinking about her because -- what's her name? (oGl) 82247500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 60 of 70 BY MS. BZELL: Q. V We A. Vv. sure, because this -MS. minute MR. THE WI concentrati Mie CRITTVON: I think she was a massage therapist for we set up the tables for her. But at CR TN EAZELL: ITTON: BSS: to him? on. Let me just -- excuse me. Just a Let's make it V.R. Okay. That's all. I'm sorry. V.R. And I lost my Why don't you read his response She can read it back 7 HE WI TN ESS: statement BY MS. EZELL: R. A. Sorry again. : It was N.B. (Previous answer was Yeah. I was thinking of that I knew she was underage and I knew it because I went to the high school and pick her ier But she was not a massage therapist, -No, she was not. -- as far as you know? (561) 832-7500 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) ENCY, PROSE COURT REPORTING AGI INC. (561) 832-7506 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 61 of 70 Page 210 A. As far as I know, she was not. oe And you were talking throughout this page about those girls that came to give massages? MR. CRITTON: Form. BY MS. EZELL: QO. Correct? MR. CRITTON: Form. Argumentative. Asked and answered. THE WITNESS: No. If I says she was a massage therapist, I would says, no. But, then again, I don't know if she was a massage therapist, too. BY MS» EBAELL: OQ. Okay. You do mention N. on page 21 of your statement. If you look at line 7, you mention a young she was not a massage therapist? Let me take a look. Page 21. At about line 7. Line 7. MR. CRITTON: But it in the context of your answer -MS. EGELL: Sure. MR. WILLITS: And the question, too. THE WITNESS: Question: "How" -- let me start it from the beginning -- from the end. (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 62 of 70 Page 211 Many of the -- it's been a while. It was J. It was D. It was R. It was so many, V., L. It was so many names, that I think if you name -- if you -- any girl's name, she's been there probably, Dey. Dag ale It was also a young girl but she was not a massage therapist. She came to the house as a friend. I talking about B. because I knew she was not a massage therapist because she went to high school and she was a singer, an opera singer and she was brought to the house by her mother. So I knew they had nothing to do with massages. They were friends and they were going to the movie with her, dinner with her. And she had -- I think she travelled with her, too. They travel. x My only point is, that on page 9 you were talking about the massage therapists. And you said that you remember that there were a couple of young ones the last year. And, so, among the young massage therapists that you might remember in the last year, would V. be that person or == MR. CRITTON: Form. BY MS. EZELL: (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-baz0bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 63 of 70 Oe -- would be the young one? A. Yeah. Q. You stated that Ms. Maxwell was very hard on you and you got blamed for everything, and that you - you liked the job and you liked Mr. Epstein, but you didn't like working for Mrs. Maxwell? is Thai S Correct, or Can you tell me why, other than that she blamed you for everything? A. She came from a very wealthy family and she was -- just my opinion; I give my personal opinion -that she was rotten spoiled and she tried to drive the house like a palace and not a home. I was -- I discussed it with her, many, many times we have discussions. And sometimes I even refuse to do her orders, knowing that I was going to be backed up by Mr. Epstein or do the right thing, my thinking of running the house should be. But we never had a good - relationship at all from the beginning, I don't think so. But I was -- have to be her driver and she will go and shop all over the malls and I will have to go behind her, pay for it and bring the bags to the car. Next day or the same day she will do shopping and buy and say, John, go to this store and get it. It was a lot of work. Tt was a lot that she created and (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 64 of 70 Page 213 i most Of this )]6bs that ehe created. QO. And one of those things you also had to do with her was to take her to different spas? A. Yes. Q. And there she would recruit young women to come and do massages? A. Because she was English. And she didn't know the area too much as well as I knew. So she -- she says, John, make a list of all the massage -- the spas in the area from Jupiter to Boca Raton. And we went to all the main spas. And then we went to the schools for | massage therapists, and all the massage parlors, and massage, the small massage. So I make a list from the telephone book and | we would go from one to the another one. I would wait in the car and she goes in. And sometime she took a couple minutes and walk out with cards, business cards. And that -- she did the recruiting. | And from then, she pick up the girls and that was the end of it. I never did any recruiting and I never really saw him doing it. Q. You really never saw? A. Never saw Mr. Epstein recruiting anybody. MS. EZELL: All right. I have no other (561) 832-7506 (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 65 of 70 Page 214 1 questions. Thank you, sir. 2 MR. MERMELSTEIN: I just have a couple follow 3 up. 4 RECROSS EXAMINATION 5 BY MR. MERMELSTEIN: 6 QO. Mr. Alessi, I'll be very brief. 7 You testified that a process server came and 8 gave you the subpoena to appear here today, correct? 9 A. Yes: 10 O. For your deposition? Ti A. Yes. 12 os Did you call anyone after you received the has subpoena to talk to them about this? 14 A. No. LD OQ. You didn't call anyone? 16 A, No. 17 QO. Did you -- how did you come in contact with 18 Mr. Critton's office to set up the meeting that you 19 discussed? | 20 A. His -- his secretary left me a messages on Zl my -- in my machine. 22 QO. And then you called back? a A. Then I called back. 24 Oe And you set up the meeting that you mentioned? a0 A. And we set up a meeting for the Labor Day, (S61) 832-7500 PROSE COURT REPORTING AGENCY, INC. (861) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 66 of 70 Page 215 Labor Day, Monday. Qs What about -- but you said a month and a half ago -- oh, this was before you were subpoenaed, is when you had the meeting at your house with Mr. - A. Yes, before I was subpoenaed. O. How did that meeting come about? How did that get set up? Who called who? A. Okay. Before -- I am stuck on this question. IT don't know. T think it was Mr. Critton office. T think it was Mr. Critton office. They call me. And they left me a message that I must discuss -- call Mr. -- yeah. I had a message in my phone that to call Mr. Critton because he would like to speak to me about Jeffrey Epstein. That was the message. | And I call it. Then I spoke to him. We set | up an appointment. I was sick at that time. And he came to my house and we discussed it. Q. Other than Mr. Critton, -A, Yes. Os ~~ in the last few months have you spoken to anyone about the civil cases or your testimony? A. No, not even my kids. Os Did you discuss this with your wife? A. My wife, yes. My kids, no. Os What did you and your wife talk about? | | a | (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 | Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 67 of 70 Page 216] A. Same thing, what's going on. How bad the Situation was. What do you mean, "how bad the situation was?" : How -- I guess how he got into this mess. | How Mr. Epstein got into this mess? | A. (Nods head.) 2 Can you be more specific as to what you and your wife said? A. No. It was just the publicity, you know, that his name was on the -- on the magazines and the paper | and tv. And I thought that that would never happen. Q. And you and your wife felt bad for Mr. Epstein because of that? A. You know, after you know somebody and he becomes a friend of yours for ten years, I think you feel bad, no matter how bad he has made. And I don't know what he has done or what -- what the final results of this will be. I still will feel bad about it, just because the person that he was and how generous he was with me and other people. Q. Just to be clear, other than Mr. Critton and your wife, you haven't spoken to anyone else about the Civil cases or your deposition testimony? A. No, Sir. MR. MERMELSTEIN: All right. That's all (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 i Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 68 of 70 Page 217 1 have. Z MR. CRITTON: I have one last question. ~ RECROSS EXAMINATION 4 BY MR. CRITTON: 2 er I want to just clear up one thing, Mr. Alessi. 6 GO Lo page 2. 7 A. Page 9, looks like the one that is important. 8 On That's right. We've belabored this one to 2 death. 10 MR. WILLITS: I think the ink has worn off the AL page by now. 1iZ BY MR. CRITTON: 13 Q. It's Exhibit 2. This is the statement that 14 you gave to the State Attorney's Office on November 21st LS or "05. 16 Mr. Berger asked you questions about the young 17 girl. Ms. Ezell just asked you some questions about 18 that. 19 So what I want to do is clarify, so that I 20 know what -- so there's no confusion, at least in the ak record. Ae On page 9, line 16, it says: "During the last Zo year when you were working with him, what do you mean 24 they looked young? Did they look like they were still 25 im high schooi?" (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 69 of 70 Page 218 And your answer was: "I remember one girl was young. We never asked how old she was. It was not my oes Did I read that question and answer correctly? A. Thea’ S GCoOrrece., O% If I understood your testimony in response to Mr. Berger, the girl that you were referring to, because there's a reference to high school, was N.B.? A. Yeah, that's correct. | 1 : Not V.R.? No. V.R. didn't look to me like a 16 year MR. WILLITS: All right. Thank you. That's | all I have. | MR. WILLITS: You have the right to read and | Sign this deposition if it's typed up. I'm not going to be ordering it, but if somebody types it | | up you have the right to read and sign it or you L con eae cia picn, pits up Soa) eae ala: Lf | you want to waive the right to read it, tell the court reporter you want to waive the right. THE WITNESS: Can you repeat that again? MR. CRITTON: Why don't we go off the record. (Discussion held off the record.) THE WITNESS: I waive that right. I don't (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 Electronically signed by Sandra Townsend (401-377-676-2895) Electronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01-ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-14 Filed 03/14/16 Page 70 of 70 Page 219 1 i think I need to see. 2. (Witness excused.) 3° (Deposition was concluded.) Vinee Panes et Ret Paerney (561) 832-7500 PROSE COURT REPORTING AGENCY, INC. (561) 832-7506 rane KORE lectronically signed by Sandra Townsend (401-377-676-2895) ‘ectronically signed by Sandra Townsend (401-377-676-2895) 3afc3ca0-c86e-4b9f-8d01 -ba20bcae87de

Case 1:15-cv-07433-LAP Document 55-15 Filed 03/14/16 Page 1 of 2 EXHIBIT 8

Accused EpSt@st thactitY Qridey define QTHO Rel Papksitiled 03/14/16 Page 2 of 2 page | of 1 Accused Epstein ‘madam’ quietly selling townhouse By Emily Smith February 2, 2015 | 9:38pm Ghislaine Maxwell is quietly selling her New York townhouse on East 65th Street amid renewed gossip about her relationship with disgraced mogul Jeffrey Epstein. Maxwell’s been accused of acting as a “madam” and “procuring girls” for wealthy sex offender Epstein — claims that she strongly denies. Her home’s said to be nearly 7,000 square feet and was reportedly purchased in 2010 by an attorney with long-standing links to Epstein. — ADVERTISEMENT — Now, sources tell Page Six, “Ghislaine is putting the word out to her wealthy friends that she is ready to sell,” and wants more than $20 million. Ghislaine Maxwell on the Upper East Side Perhaps she hopes to put some distance between herself and Epstein, who owns a Photo: INFphoto.com mansion a few blocks away. Her rep didn’t comment. FILED UNDER GHISLAINE MAXWELL, JEFFREY EPSTEIN Recommended by http://pagesix.com/2015/02/02/accused-epstein-madam-quietly-selling-ues-townhouse/ 3/10/2016

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 1 of 69 EXHIBIT 13 PART 1

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 2 of 69 UNITED SIATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA JANE DOE NO. 2, Case No: 08-CV-80119 Plaintiff, Vs JEFFREY EPSTEIN, Defendant. JANE DOE NO. 3, Case NO: O8-CV-80232 Plainetitt, Vs JEFFREY EPSTEIN, Defendant. JANE DOE NO. 4, : O8-CV-80380 Plaintiff, Vs. JEFPREY EPSIELN, Defendant. JANE DOE NO. 5, Case No: 08-CV-80381 Plaintiff, Vs JEFFREY EPSTEIN, Defendant. Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 3 of 69 JANE DOE NO. 6, Plaintiff, Vs JEFFREY EPSTEIN, Defendant. Case No: 08-CV-80994 JANE DOE NO. 7, Case No. 08-CV-80993 Plaintiff, Vs JEFFREY EPSTEIN, Defendant. : Case No: 08-CV-80811 Plaintiff, Vs JEFFREY EPSTEIN, Defendant. JANE DOE, Case No: 08-CV-80893 Plaintiff, Vs JEFFREY EPSTEIN, Defendant. JANE DOE NO. Il, Plaintiff, Vs JEFFREY EPSTEIN, Defendant. Case No: 08-CV-80469 JANE DOE NO. 101, Case No: 09-CV-80591 Plaintiff, Vs JEFFREY EPSTEIN, Defendant. JANE DOE NO. 102, Plaintiff, Vs JEFFREY EPSTEIN, Defendant. Case No: 09-CV-80656 1031 Ives Dairy Road Suite 228 North Miami, Florida July 29, 2009 11:00 a.m. to 5:30 p.m. PR POCOIDUAWNHE BR N BR Ww VIDEOTAPED DEPOSITION of ALFREDO RODRIGUEZ taken on behalf of the Plaintiffs pursuant to a Re-Notice of Taking Deposition (Duces Tecum) APPEARANCES: MERMELSTEIN & HOROWITZ, P.A. BY: STUART MERMELSTEIN, ESQ. 18205 Biscayne Boulevard Suite 2218 Miami, Florida 33160 Attorney for Jane Doe 2, 3, 4, 5, 6, and 7. ROTHSTEIN ROSENFELDT ADLER BY: BRAD J. EDWARDS, ESQ., and CARA HOLMES, ESQ. Las Olas City Centre Suite 1650 401 East Las Olas Boulevard Fort Lauderdale, Florida 33301 Attorney for Jane Doe and E.W. And L.M. PODHURST ORSECK BY: KATHERINE W. EZELL 25 West Flagler Street Suite 800 Miami, Florida 33130 Attorney for Jane Doe 101 and 102. APPEARANCES: LEOPOLD-KUVIN ADAM J. LANGINO, ESQ. 2925 PGA Boulevard Suite 200 Palm Beach Gardens, Florida 33410 Attorney for B.B. RICHARD WILLITS, ESQ. 2290 10th Avenue North Suite 404 Lake Worth, Florida 33461 Attorney for C.M.A. BURMAN, CRITTON, LUTTIER & COLEMAN, LLP BY: ROBERT CRITTON, ESQ. 515 North Flagler Drive Suite 400 West Palm Beach, Florida 33401 Attorney for J effrey Epstein. ALSO PRESENT: JOE LANGSAM, VIDEOGRAPHER Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141 2 (Pages 2 to 5)

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 4 of 69 INDEX OF EXAMINATION WITNESS DIRECT CROSS ALFREDO RODRIGUEZ (By Mr. Mermelstein) 12 (By Mr. Edwards) 157 (By Mr. Langino) 260 INDEX OF EXHIBITS EXHIBITS PAGE 1 Message pad 12 2 Documents 115 Page 7 Deposition taken before MICHELLE PAYNE, Court Reporter and Notary Public in and for the State of Florida at Large, in the above cause. THE VIDEOGRAPHER: This is the case of Jane Doe No. 2, plaintiff, versus | effrey Epstein, defendant. Jane Doe No. 3, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 4, plaintiff, versus J effrey Epstein, defendant. And Jane Doe No. 5, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 6, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 7, plaintiff, versus | effrey Epstein, defendant. CMA, plaintiff, versus J effrey Epstein, defendant. And Jane Doe, plaintiff, versus Jeffrey Epstein, et al, defendant. And Jane Doe -- is there a shorter thing that we can do here? It's also missing this one right here. MR. MERMELSTEIN: Do we have a problem with saying J ane Doe 2 and the Epstein and related cases? THE VIDEOGRAPHER: I'm missing this J ane WOMONA UBRWNFE Page 8 Doe right here on the copy you gave me. I'm missing which J ane Doe this is. They're all different case numbers. Do you want me to go through each case number? MR. CRITTON: I'm going to note my objection. Obviously if this deposition gets played -- not obviously, I'm going to object to the litany of each one so | don't know how we can separate it out. Maybe if and when at the time of trial and depending on how the Court determines what comes in and what doesn't with regard to the consolidated aspects of this. | have no great idea other than just saying Jane Doe versus Epstein, et al, or something like that, or Jane Doe, et al. MS. EZELL: Couldn't we just say and those cases which have been consolidated with it for Discovery purposes? MR. EDWARDS: Although there is cases here that have cross noticed this from state court that haven't been consolidated so that may not work. You may have to read them all, if it works out your way that will just get edited out, at least he will have read Page 9 that caption, every caption. Right? Is there a better suggestion? MR. CRITTON: No. There may be a better suggestion if he starts this is such and such day, it's the deposition of Mr. Rodriguez in the case such and such, and we can almost fill it in depending on which tape it goes, how it fills in, at least we'll have the context of the first and depending on whether the J udge reads it in from a consolidated or they all come related, | have no great idea. MR. EDWARDS: | was thinking if he read every one of them and it was the seventh in line then you just would edit it so you would only read that one. MR. CRITTON: I'm okay with that too. THE VIDEOGRAPHER: On page number three there is something missing on the top here. Do you want me to read each case number separately? MR. MERMELSTEIN: | don't think it's necessary. MR. EDWARDS: | don't think it's necessary either. 3 (Pages 6 to 9) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 5 of 69 Page 10 THE VIDEOGRAPHER: So just go through just the names. MR. MERMELSTEIN: That's sufficient. And there is a cross notice for one of the state cases? MR. LANGINO: That would be our case. MR. MERMELSTEIN: So he's got that notice? Off the record. (Thereupon, a discussion was held off the record.) THE VIDEOGRAPHER: This is the case of Jane Doe No. 2, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 3, plaintiff, versus | effrey Epstein, defendant. Jane Doe No. 4, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 5, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 6, plaintiff, versus J effrey Epstein, defendant. Jane Doe No. 7, plaintiff, versus J effrey Epstein, defendant. CMA, plaintiff, versus | effrey Epstein, defendant. Jane Doe, plaintiff, versus J effrey Epstein, et al, defendant. Jane Doe 3, plaintiff, versus J effrey Epstein, et al, defendant. J ane Doe No. Page 11 101, plaintiff, versus | effrey Epstein, defendant. Jane Doe No. 102, plaintiff, versus J effrey Epstein defendant. B.B., plaintiff, versus J effrey Epstein, defendant. This is in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida. This is the deposition of Alfredo Rodriguez. Today is July the 29th, starting time -- the year 2009, starting time approximately 11:16 a.m. Will attorneys please state their appearance? MR. MERMELSTEIN: Stuart Mermelstein for plaintiffs Jane Doe 2, Jane Doe 3, Jane Doe 4, Jane Doe 5, and Jane Doe 6, and Jane Doe 7 MR. EDWARDS: Brad Edwards for plaintiff Jane Doe. MR. LANGINO: Adam Langino on behalf of plaintiff, B.B. MS. EZELL: Cathy Ezell on behalf of J ane Doe 101 and 102. MR. CRITTON: Bob Critton on behalf of WOONAUBWNFE Page 12 J effrey Epstein. MR. WILLITS: Richard Willits on behalf of plaintiff C.M.A. MR. EDWARDS: And Brad Edwards on behalf of plaintiffs E.W. and L.M. Thereupon, ALFREDO RODRIGUEZ, having been first duly sworn or affirmed, was examined and testified as follows: DIRECT EXAMINATION BY MR. MERMELSTEIN: Q. Can you state your full name for the record, please? A. My name is Alfredo Rodriguez. Q. And where do you live? A. | live in Kendall, 11349 Southwest 86 Lane, Miami, Florida 33173. Q. Are you currently employed? A. No. Q. Okay. When was the last time you were employed? A. December of 2008. Q. Was there a time you were employed in Palm Beach, Florida? A. Yes, | was. Page 13 When was that? | began on September of 2004. And where were you employed? | work -- well, | have several employers in Palm Beach. One of them was Jeffrey Epstein. Q. By several employers in Palm Beach you mean -A. Different employers. Q. At the same time? A. No, different times. From 2005 to 2006 | was employed by Dana Hammond. Donna Hammond? D-A-N-A, Hammond. Or Aimes is her single . Dana Aimes Hammond. Dana Aimes Hammond? A. Yeah. Q. That was in Palm Beach? A. Yes, And in September 2004 you were employed by whom? A. Jeffrey Epstein. Q. Did Mr. Epstein employ you as an individual or through any business or corporate entity? A. As an individual. 4 (Pages 10 to 13) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 6 of 69 Page 14 Q. And what was your position with J effrey Epstein? A. | was the household manager. Q. And what does the household manager do? A. Oversees all aspects of the maintenance of the estate, payroll of the gardeners, scheduling staff and security, food, coordinating activities with the chef, and pilots, etc. Q. I'm sorry, what was the last one? A. Activities with the pilots. Q. Oh pilots. A. Yes. Q. What kind of activities do you coordinate with the pilots? A. What time Mr. Epstein will arrive, how many cars will | need and so on and so forth. Q. Was there a particular place that you were employed? A. Yeah, | was employed by 358 El Brillo Way. Q. Did you have any other duties other than what you've mentioned? A. Driving. Well, | used to prepare coffee for Mr. Epstein every morning, 6:30 in the morning. Other than that is little problems Page 15 arise, you know, the maintenance, the electricians, | have to deal with the contractors on a daily basis. Q. Now, what is located at 358 El Brillo Way in Palm Beach? A. It's called the estate section of Palm Beach. It's off North Ocean Boulevard. Q. So is it a single-family residence? A. Yes, it is. Q. When you say you were a household manager, you were managing that residence? A. Yes, Sir. Q. And how did you come about obtaining this position as household manager? A. Through an employment agency. Q. Do you know which employment agency it was? A. Barbara Goldberg. She has an agency called Regal Domestics. Q. Had you worked in household services before September of '04? A. Yes. Q. Did you work in Palm Beach before that? A. Long Island. Q. When did you move from Long Island? Page 16 A. | moved to Florida in 1996. Q. Between 1996 and 2006 when you started to work for Mr. Epstein did you have household management jobs in that period? A. On and off, yes, in Fisher Island, Florida. Q. Fisher Island? A. Yeah. Q. | take it that Barbara Goldberg specializes in placing employees for wealthy households? A. Yes. Q. Did you know Mr. Epstein before you began to work for him? No. Did you interview with him? Yes, | did. And what did the interview entail? A. He asked me what | did before, and he wanted to know where my capabilities of running his estate, and what was my salary potentials, we discuss the time he was going to be in the Island, et cetera. Q. What did he tell you at that time as to the time he was going to be in the Island? Page 17 A. He will say he will be traveling on and off, and like when he's in the Island he needs a lot of attention but when he's off | will be more relaxed. MR. EDWARDS: I'm sorry, Stuart, I'm missing some of this just because the noise on the other end of Richard's phone. Richard, do you have a mute or anything? MR. WILLITS: I'm sorry? MR. EDWARDS: Do you have a mute or anything? We're getting a lot of noise coming out of the phone. MR. WILLITS: I'm sorry. THE VIDEOGRAPHER: Do you want to go off the record? MR. EDWARDS: Sure. (Thereupon, a discussion was held off the record.) THE VIDEOGRAPHER: We're back on the record. BY MR. MERMELSTEIN: Q. So Mr. Epstein told you that when he wasn't there you would be more relaxed but when he was there it would be more intense, | assume? A. Yes. 5 (Pages 14 to 17) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 7 of 69 Page 18 Q. And how often did he indicate he would be in Palm Beach? A. He will say once a month, like two weeks out of the month, something like that. This is a long time ago so I'm trying to remember the words. Q. That's all right. You can only answer to the extent that you recall the information that's asked for in the question. By the way, have you had your deposition taken before? A. | was subpoena by the State Attorney in Palm Beach but not here. Q. Did you give a transcribed statement to the State Attorney? A. | believe it was recorded. | don't know with this method but it was recorded. Q. With a tape machine? A. Yeah. Q. Now, after you were interviewed did he give you the job on the spot or did he call you afterward? A. He hired me on the spot. Q. What was your salary? A. 55,000. Q. And when did you start to work for him? Page 19 A. | believe it was the last week of August of 2004. Q. Now, | take it your day to day job duties were different from when he was there to when he wasn't there. Correct? A. Yes. Q. Let's take a day when he's there. What would your -- what would be your routine, what would your day entail? A. Well, coffee at 6:30 in the morning. Check the cars, you know, see -- he like the cabana to be in his computer, | would be sure that the cabana was clean and, you know, tidy. Q. I'm sorry, what does that have to do with the computer? A. He would like to work in the cabana so | would pay attention to that. Q. So he would go to the computer in the cabana and you would make sure that the cabana was clean? A. Yes, Sir. Q. So he had coffee at 6:30 a.m. Did he start working immediately after that? A. Yes. Q. Continue. What did you do then? Page 20 A. We have guests that particular day and arrange, coordinate with the chef if | have to go buy the groceries, gas the cars. That was a routine everyday. Relay instructions to the housekeepers and the gardeners and the pool people. Arrange meals. This was done by the chef but | was trying to be sure Mr. Epstein was fed at his lunch time. And then of course through the day he will give me instructions. Q. So he would give you instructions himself personally? A. Secretary. Q. Okay. Now, let's go through who the household staff was at the time that you started. Who would you say worked under your supervision as the household manager? A. It was a Filipino lady by the name of Louella. | don't recall her last name. Q. Louella Rabuyo? A. Yes, exactly, yes. Q. What did she do? A. She would be the housekeeper in charge of the laundry, cleaning the household, everything inside the house. Q. And who else? Page 21 Jerome. Jerome Pierre was the gardener. And he was full-time? Full-time, yes. Who else? And then we have a young lady who used to take care of the pool but | don't recall her name right now. She used to come three times a week, sometimes four times. Most every day we used to have J ohn Cassidy air conditioner came to the house because it's hot and it's humid. What contractor that's almost on a daily basis there. Q. Because there was problems with the air conditioner? A. Well, the house is big, and all the house in Palm Beach need constant attention. Q. Okay. A. That's the full -- and the chef, David, | can't remember his last name. Was it Mullen? | don't recall, sir, right now. Muller. But his first name was David? David, yes. Was there a butler as well? Well, | used to double as household manager slash butler. 6 (Pages 18 to 21) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 8 of 69 Page 22 Q. Was there a Michael Liffman that was hired as a butler at some point? A. That was before me. Q. Okay. Who was the household manager before you? A. | understand there were several in one year. There was Mike Friedman, there is J] oe Alessi. There was a couple of Filipino girls -no, they were from Bangladesh. | can't remember. | used to send his -- | used to forward his mail to Maryland but | can't recall right now, sir. Q. Okay. And at the time you took the job it was open, he didn't have anyone in that position. Is that correct? A. What | find is the staff from his house in Manhattan they gave me the briefing on what he likes and what he doesn't like. Belinda Retta from Mrs. Maxwell, they were due to give me an inside look because it was too much to learn in 48 hours so they were there handling the house before me, so there were two couples. Q. Two couples. All right. Let's walk through that. So the first day you come to work you're basically you received some training? A. Exactly. Page 23 Q. And tell us who provided that training? A. Joe-Joe is his nickname but he runs Mr. Epstein's estate in Manhattan as well as his wife. They were very nice people telling me because you have to understand, there is a lot of specifics, where to park the car, here and there, if the plane lands here you have to park the Mercedes, you know, very specific details, and he gave me an inside of all of that. Q. Okay. So you would pick up Mr. Epstein at the airport? Yes. And how long did this training last? Two or three days. Okay. And it was J 0e-] oe and his wife? Joe-] oe, yes. You don't remember the last name or full names? A. No, sir. Q. Anything else you can remember that you were told specifically regarding his preferences? A. He likes Columbian coffee, that's the only type of coffee he drinks, and it was shipped from New York from Balducci's, stuff like that. Where to buy the groceries. And he's allergic to Page 24 garlic, maybe something like that, you know, personal things. You mentioned Ms. Maxwell? Yes, Who is she? She was her companion. Whose companion? Mr. Epstein. By companion what do you mean? Well, in the beginning | assume they were husband and wife but, you know, they were not married, but | treated her as such. Mrs. Maxwell was like the lady of the house. Q. Okay. So it was your understanding they were in a romantic relationship? MR. CRITTON: Form. THE WITNESS: Something like that. BY MR. MERMELSTEIN: Q. But they just weren't married? A. No, sir. Q. So you took instructions from Ms. Maxwell as well as Mr. Epstein? A. She gave me the instructions of how to run the household directly. In other words, she likes the towels, the sheets and all that so | Page 25 give the instructions to Louella how to proceed with the cleaning and the upkeep of the house. Q. You went through the employees who worked under you as household manager. Who would you say was your direct supervisor, was it both Ms. Maxwell and Mr. Epstein? A. Mrs. Maxwell. Q. Was your supervisor? A. Yes, sir. Q. I think! interrupted you. You were going through the daily routine, and I'm not sure you had completed going through what you would do in a day. A. Until noon we have all the -- we knew that the food that was going to be served for lunch and dinner. And then in the afternoon it was open to shopping, maybe have to drive him to the airport to pick up somebody, or answering the phones. Q. Was there a procedure or protocol for answering the phones? A. Yes, there was. Q. And what was that? A. | couldn't relay the message directly to Mr. Epstein but take message on a piece of paper 7 (Pages 22 to 25) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 9 of 69 Page 26 with a copy. Q. Were you the only one who was allowed to answer the phone? A. Yes. Q. I'msorry, what would you do -A. | would leave it on the counter next to the kitchen so when | find that piece all crumbled | knew that Mr. Epstein saw the message, so we communicated like that. Q. Now, you mentioned Mr. Epstein would give you instructions during the course of the day. A. Through his assistant. Q. And his assistant was whom? A. Sarah Kellen. Q. But you didn't view her as your supervisor? A. She take orders from Mrs. Maxwell but she will tell me, Alfredo, we need to buy this, we need to do this, and so and so was coming. | couldn't talk directly to Mr. Epstein. Q. Okay. So any communications from Mr. Epstein always came through Ms. Kellen? A. Or from the office in New York. Lesley, his secretary, or somebody else, the comptroller, the architect, any lawyer. Page 27 Q. Lawyer, what kind of instructions would you get from lawyers? A. We used to have a lot of time, for instance, the dock construction, you need to have a lot of permits in Palm Beach so they were there for that reason. Q. Okay. Now, so you would interact with the staff from New York and that would include | think you said Lesley? A. Lesley, Bella. Q. What was Lesley's position? A. Lesley is the secretary, secretary to Mr. Epstein. Q. Okay. Is that Lesley Groff? A. | believe it was, | don't remember the last name. Q. Bella, who was Bella? A. Bella was the assistant comptroller. Q. Anyone else that you dealt with in New York? A. Doug Shadow was the architect and he used to come to the house in a regular basis because we used to have a lot of projects going on. Q. Okay. Would you get advance notice when Mr. Epstein was going to arrive in Palm Beach? WOMONAUNBRWNFE Page 28 A. Yes. Sometimes very short notice but, yes, | was. Q. So that varied? A. Yes. Q. Who would give you that notice? A. Mrs. Maxwell or Sarah or Larry, the pilot. Q. And then you would drive to pick them up at the airport? A. Yes, Q. And who traveled with him? A. The three pilots and some guests. Q. What do you mean by guests? A. He will have some friends from Harvard, he will have -- well, very important people that, you know, friends, acquaintances from New York or Europe because | was just told the number of people was coming on the plane. Q. Were there people who were employed by him who came regularly? A. Yes, Q. And who would they be? A. Like | said, they were the pilots, Larry Bisosky, George, and | don't remember the flight engineer, and he will have two girlfriends. Page 29 Q. The pilot would have two girlfriends? A. Mr. Epstein. This is all people coming in the plane together. Q. Right. What do you mean by girlfriends? A. Friends, you know, that he was always having friends that he will befriend in New York, | don't know, or some other places. But | was just told -- my concern was how many people | have to feed, how many cars do | need to transport these people from the airport to the house, and to arrange accommodations in the house. Q. What about Sarah Kellen, did she travel with him? A. Yes. Q. So she was on the plane? A. Yes. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. And Ms. Maxwell? MR. CRITTON: Form. THE WITNESS: No, she will have different plane. BY MR. MERMELSTEIN: Q. Okay. 8 (Pages 26 to 29) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 10 of 69 Page 30 A. She will rent and Mr. Epstein will fly his own plane. Q. Did you also go to the airport to pick up Ms. Maxwell? A. Yes. Q. Did she travel with anyone on a regular basis when she came in? A. No. Q. She was usually alone? A. (Shakes head.) Q. Now, going back to Mr. Epstein when he traveled, these girlfriends that Mr. Epstein had, you said there were usually two? A. Two, three, you know. Q. And did you know who they were or did you ever talk to them? A. No, | never seen them before. Q. So each time he came it would be different girls? MR. CRITTON: Form. THE WITNESS: Yes, sometimes it's the same. BY MR. MERMELSTEIN: Q. Do you remember any of their names? A. No, sir. Page 31 Q. And would they stay at the El Brillo Way residence until he left? Yes. So they were given a bedroom? Yes. Did you know how old these girls were? No, Sir. . Did they appear to be young to you? MR. CRITTON: Form. THE WITNESS: They were young but, you know, | have two daughters so | believe they were over 20. BY MR. MERMELSTEIN: Q. Did you at any point get to know how Mr. Epstein came to know any of these girls? A. No, sir. Q. You had no idea? A. No. Q. And so Mr. Epstein would typically stay for two weeks or so? A. | will say that. Q. And what did these girls who came with him, what did they do during that two week period? MR. CRITTON: Form. THE WITNESS: They would go to the Page 32 movies. BY MR. MERMELSTEIN: Q. Did you drive them to the movies? A. Yes. Or sometimes they would take one of the cars. Comedy clubs. Q. Comedy clubs? A. In Palm Beach, West Palm Beach. Q. What did they do in the house? A. They will be on the internet most of the time, by the pool. | think they were having a good time. Q. Could they use any of the computers in the house? A. Yes. Q. About how many computers did he have? MR. CRITTON: Form. THE WITNESS: Five or six and plus laptops, you know, more or less. BY MR. MERMELSTEIN: Q. What about Sarah Kellen, did she stay in the house during that two week period as well? A. Yes, Q. And they all had their own bedroom? A. Yes. Q. How many bedrooms were in the house? Page 33 A. Master bedroom plus | think it was four extra bedrooms. Q. And when Ms. Maxwell, she would arrive at some point during this two week period? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. But she would come and leave at different times? A. Yes. Q. And where would she sleep? A. Sometimes in the master bedroom, sometimes in the yellow room. Q. Other room? A. Yellow room. Q. What's the yellow room? A. We used to give them colors because they will all have different bathrooms so we need to take care of towels and stuff like that. Q. So each of the four other bedrooms had a color? A. Yes. Blue room, yellow room, pink room, some other, | don't remember. Q. Now, were there individuals who didn't stay in the house but came to the house during the 9 (Pages 30 to 33) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

ONOAUBWNE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 11 of 69 Page 34 course of the day? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. And who would these be? A. The architect, Doug Shadow, some lawyer like | said for some business, masseuse, sometimes we have masseuse. We have guests, you know, sometimes David Copperfield would go to the house and have dinner. Q. David Copperfield. So David Copperfield obviously is a famous person. Right? A. Yes. Q. He would stay in the house? A. No, just for the day, you know, he wouldn't stay overnight. Q. Any other famous guests you recall? A. Larry Dershowitz. Before my time | know President Clinton was in the house but -You would say a masseuse would come over? Yes, Who was the masseuse? Some lady that would give massage. Was it a particular lady or more than Page 35 A. They were different ones. Q. Did they have -- or did Mr. Epstein make appointments? MR. CRITTON: Form. THE WITNESS: Sarah did the appointments. BY MR. MERMELSTEIN: Q. Okay. So Sarah Kellen would make appointments for massages? A. Yes. Q. Was there like a schedule of appointments for the house? A. Not for the -- just for employees, we have a schedule who was working. Q. You mean -- the employees as to who would be there and who would not be there? A. Yes. Q. Were you advised as to, you know, from people coming from outside the house coming to the house what times they would be there? A. No, | didn't do that. Q. Okay. And it's your understanding that Ms. Kellen would arrange for Mr. Epstein's appointments? A. She will tell me so and so is coming, so | will open the door, greet them, and then | would Page 36 leave. Q. How far in advance would she tell you so and so is coming? A. One hour, sometimes half an hour. Q. Okay. And would she tell you the person's name or would she just say a masseuse? A. She will say J ohanna is coming, so | will meet J ohanna at the door and | will show her inside the house because we used to have a code to get inside the house and | would leave and go to the staff house or do my duties. Q. Is Johanna a particular name that you remember? A. Yeah, she was a very nice masseuse. Q. Would she come with her own massage table? A. No, we used to have our own. Q. Okay. So you mentioned that there was a code to get in the house? A. Yes. Q. Okay. And so -A. | will open the door for them. Q. Okay. How would they get to the house; do you recall? MR. CRITTON: Form. Page 37 THE WITNESS: What do you mean? BY MR. MERMELSTEIN: Q. How would the masseuse arrive at the house? MR. CRITTON: Form. THE WITNESS: They drive their own car. BY MR. MERMELSTEIN: Q. Would they come in a particular entrance? A. Yes, the main entrance, that means the big gate. Q. Okay. And then you would have to enter a code for them to enter? A. | will tell them to wait at the kitchen that Sarah will get them from there. Q. And then you would leave? A. Yes. Q. | think you said there were a lot of difference masseuses? A. They have preferences but a few. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. I'msorry. Do you remember the names of the ones he preferred? A. NO, sir. Q. How often would Mr. Epstein get massages? 10 (Pages 34 to 37) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 12 of 69 Page 38 A. | would say almost on a daily basis. Q. Would he get one a day or more than one a day? A. Sometimes there were two. Q. Were there times when they were more than that? A. No, | don't think so. Q. And the routine was always the same, they come to the door, you would let them in and bring them to the kitchen? A. Yes, sir. Q. And then Ms. Kellen would greet them? A. Yes. Q. And you always walked out? A. Yes, | would go to the staff house or | will be on my phone, you know. Q. Is the staff house a separate house? A. Yes. Q. You didn't live on the premises; did you? A. Yes, | did. Q. You lived on the premises. And so who on the staff lives on the premises? A. | was the only one. Q. Were there days you had off? A. Yes. When Mr. Epstein will leave we'll Page 39 clean the house and he will tell me, Alfredo, take the Mercedes go to Miami for the weekend or four days. Q. But that would be when he wasn't there? A. Exactly. Q. But when he was there you would always be living there in the staff house? A. Yes. Q. Where was the staff house in conjunction with the main house? A. It's adjacent right next to each other. Q. So you could enter the main house without going outside from the staff house? A. Yes. Q. Okay. So you don't ever recall being there at the time that Sarah Kellen would greet this person in the kitchen, the masseuse? A. | was there sometimes, yes, we meet but she will take over that and | would leave the house. Q. On those occasions while you were waiting for Sarah Kellen would you ever have a conversation with the masseuse? A. Not really. | was busy to do a lot of things, | will be sure that they have something to WOMONAUNBWNFE Page 40 drink and | will leave them. Q. Do you remember any of them telling you anything personal about themselves? A. No. Q. These were -- were these sometimes men, sometimes women? Women. They were always women? Yes. Did you know how old these women were? No, sir. You mentioned before you had -- because you have a daughter. Correct? How old is your daughter? A. 20. Q. So you have a sense as to, you know -A. They were 20 something, you know. Q. You think they were 20 something, these girls who came over? A. (Shakes head.) MR. CRITTON: You need to answer out loud. Yes, no? BY MR. MERMELSTEIN: Q. You need to answer out loud, you shook your head. Page 41 A. I'msorry. | think they were 20 years old. Q. And what do you base that on? A. They were very tall to begin with, the way they talk, some they told me about college, something you learn past high school. Q. Some would tell you about college? A. Yes. Q. So you did have personal discussions with some of them? A. While | was driving with them they would tell me they were from Minnesota, for instance, they will tell me | want to go to this college or Miami this college. Q. Soon what occasions would you have to drive with them? A. Almost on daily basis because | was doing most of the driving for them to go shopping or pick them up. Q. Okay. Now I'ma little confused. Are we talking about the girls who came with Mr. Epstein? A. Yes, Q. On the plane? A. Yes. Q. No, I'm talking about the masseuses. 1 (Pages 38 to 41) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OnNrOAUBWNE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 13 of 69 Page 42 A. No, no, | never drove them. Q. You never drove any masseuse? A. No. Q. And again, so |'m talking about the girls who would come to give massage to Mr. Epstein. Do you understand that? A. Yes, | do. Q. And these girls, you understand they would drive? A. Yes. Q. To the El Brillo house. Correct? They would enter in the front. Correct? A. Yes. Q. And you would take them to the kitchen? A. Yes, and! would leave. Q. Okay. Was there sometimes more than one girl who came at one time? A. Yes, there were two girls. Q. Okay. And why were there two girls? A. | never asked them, | don't know, sir. Q. Okay. Did both girls give Mr. Epstein a massage? MR. CRITTON: Form. THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Page 43 Q. You don't know what happened after you walked out of the kitchen? A. No. MR. CRITTON: Correct, as to what he said? | got double negative. | just want to make certain that the answer is clear. Can you read the question back? (Thereupon, a portion of the record was read by the reporter.) THE WITNESS: No. BY MR. MERMELSTEIN: Q. And with respect to these girls who came over to give massages, you don't recall having a conversation with them. Correct? A. No, sir. Q. And again, | think we're a little bit confused as to which girls we're talking about. The girls who came over for massages, what age generally did they appear to be to you? MR. CRITTON: Form. THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Q. Did it appear some of these girls or all of them were high school age? MR. CRITTON: Form. Page 44 THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Q. Did they seem particularly young to you? MR. CRITTON: Form. THE WITNESS: They were attractive, sir, but, you know, it's hard to say the age. BY MR. MERMELSTEIN: Q. Okay. You said they were tall you noticed? A. Yes, Q. And they were attractive? A. Yes. Q. Do you recall the interview that you gave to the police? A. Yes, | do. Q. Do you recall that that was recorded? A. Yes. Q. Do you recall telling the police that the girls who came to the house were approximately 15 years old? MR. CRITTON: Form. THE WITNESS: No, | don't remember that. BY MR. MERMELSTEIN: Q. You don't remember saying that? A. (Shakes head.) Page 45 MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Could it be that you said that? MR. CRITTON: Form. THE WITNESS: | don't think so, sir. But | don't remember saying an age. BY MR. MERMELSTEIN: Q. Okay. Do you remember telling the police detective that these girls, the masseuses, appeared very young in age? MR. CRITTON: Form. THE WITNESS: | don't remember, sir. BY MR. MERMELSTEIN: Q. Did you offer them food when they were in the kitchen? A. Something to drink, yes, a glass of water. Q. Did you offer to feed them anything to eat? A. No, sir. Q. Do you remember telling the police that the girls would eat tons of cereal and drink milk all the time? MR. CRITTON: Form. THE WITNESS: But these are the girls 12 (Pages 42 to 45) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 14 of 69 Page 46 that were living in the house. BY MR. MERMELSTEIN: Q. Okay. It seems that we may be confusing that a little bit. Did the police ask you about both the girls who were living in the house and the girls who came over for massages? A. They never specified that, sir. Q. So what was your understanding as to what you were telling them about? A. The girls who living in the house. Q. Okay. You understood that the police were asking about the girls who were living in the house, the girls who came with Mr. Epstein -A. Yes. Q. Let me finish the question. The girls who came with Mr. Epstein on the plane and then left with him on the plane. Correct? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. You didn't understand that the police were asking about the girls who came over during the course of a particular day to give a massage Page 47 to Mr. Epstein? A. And leave, no. Q. As we sit here today you don't remember anything in particular about the ages of these girls who came over? A. No, sir. Q. Sometimes there were two girls who came? A. I'm sorry? MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Sometimes there was two girls who came to give a massage to Mr. Epstein? A. Yes. Q. Do you remember how often it was one girl versus how often it was two girls? A. No, sir. Q. Were there times where one girl stayed in the kitchen while another girl gave the massage? A. That! don't know, sir. Q. Okay. And that was because you left the kitchen? A. Yes. Like | said, | was doing my duties. Q. Now, was it your understanding that the massage was given upstairs? A. Yes. WOMONAUBWNFE Page 48 Q. Who set up the massage table? A. Sarah or some of the girls they will set the table. Q. So was the massage -- the massage table was upstairs. Is that correct? Yes. Okay. Where was it upstairs? In the master bedroom. Was there more than one massage table? Yes. Which room? One on each master bath. One in each master bath? Yes. There is more than one master bedroom? . Yes. No, no, there is one master bedroom, two baths. Q. Okay. | see. And so each bath had a massage table in there? A. Yes. Q. And did Mr. Epstein do you know have a preference for one massage table or another? MR. CRITTON: Form. THE WITNESS: | don't think so. BY MR. MERMELSTEIN: POLFOrFOrOrO>Y Page 49 Q. It was just he would use one of those for the massage? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. And the masseuse would come and open the table? A. | don't know, sir, because | send Louella to arrange everything, the table was in place already so | don't know who set the table. Q. I'm sorry, when you sent Louella? A. When we clean the house the table was already set so it was not neither us, the employees, to go upstairs and set the table, the table was already set. Q. The table was set in position to give a massage? A. Yes, Q. It was open? A. Yes. Q. And so it wasn't your understanding that Louella had done it? A. No, | don't think so. Q. So you think it was either -MR. CRITTON: Form. 13 (Pages 46 to 49) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 15 of 69 Page 50 THE WITNESS: Somebody, yes. BY MR. MERMELSTEIN: Q. Okay. You don't know who did it? A. No, sir. Q. Okay. And what happened after the girl completed the massage? MR. CRITTON: Form. THE WITNESS: Sometimes | noticed that they leave after awhile because they didn't tell me when they were leaving, so | was in the staff house | was not aware what time they leave. BY MR. MERMELSTEIN: Q. Sometimes you wouldn't even know that they left? A. Exactly. Q. Okay. About how long were they there do you believe? A. One hour, two hours. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Didn't you have to be called to let them out? A. No. Q. | thought there's a code on the door. Page 51 A. Just to get in, to get out you go. Q. Okay. Did you have any duties or perform any tasks relating to cleanup after the massage? A. Yes. Q. And what was that? A. We used to go with Louella and see to replace used towels or sheets in the beds. Q. This was after the massage? A. Yes. Q. Were the beds made in the morning after Mr. Epstein woke up? A. Yes. Q. Okay. So would the sheets need to be replaced after the massage? A. We couldn't go upstairs unless he will be out of the house. So when he leave we used to find minutes to go upstairs and put everything tidy again. So it was not always a routine. Q. Okay. Well, as generally in your routine, when would he leave during the course of the day? A. 10:00 a.m. 1 would say, go for a drive, | don't know where they go. Q. So he would typically go some place at 10:00 a.m.? WOMONA UBWNFE Page 52 MR. CRITTON: Form. THE WITNESS: No, | don't remember. They took the cars, you know. BY MR. MERMELSTEIN: Who drove them? He will drive sometimes. And you don't know where he went? No, sir. . And what time would he come back? MR. CRITTON: Form. THE WITNESS: 12, two hours. BY MR. MERMELSTEIN: Q. Would he leave any other time during the day? A. Inthe afternoon they will go to the movies, early evening. Q. So would he go with the girls who came with him on the plane? A. Yes, everybody together, yes. Q. Including Ms. Kellen? A. Yes, Q. So about how many people total would go? MR. CRITTON: Form. THE WITNESS: Four or five people. BY MR. MERMELSTEIN: Page 53 Q. So Mr. Epstein, the two to three girls who came with him in the plane. Correct? A. I'm sorry? Q. The two or three girls who came with him on the plane? Yes, And Ms. Kellen? Yes, Anyone else? No. Ms. Maxwell? . No. . So anyplace else he would go in the car by himself? A. Henever drove by himself. Q. You just said sometimes he would drive. A. Yeah, but with everybody. Q. Okay. But he would never go just by himself? A. No. Q. Okay. So either in the morning when he went out to drive or in the afternoon when he went to the movies that's when you and Louella would go upstairs? A. Exactly, sir. 14 (Pages 50 to 53) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 16 of 69 Page 54 Q. Okay. And you would cleanup? A. Yes. Q. Again, why did the sheets need to be replaced at that particular point in time? A. Because they were in disarray so we need to straighten the bed, the sheets, towels need to be replaced. Q. But the bed was made after Mr. Epstein woke up? A. Yes, it was. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Correct? A. If he will leave the house we'll do the bed. Q. | see what you're saying. If he didn't leave the house until the afternoon when he went to the movies then the bed wouldn't be made? A. Exactly. Q. What else did you do when you went upstairs? A. Weneed to take a look around, the temperature of the A/C. Mostly laundry, sir, you know, because we used to go through a lot of laundry, that's all. Page 55 Q. Did Mr. -- strike that. Were there sex toys anywhere in the master bedroom? MR. CRITTON: Form. THE WITNESS: Yes, they were in the master bedroom. BY MR. MERMELSTEIN: Q. Okay. Where were they? A. Inthe armoire in front of Mr. Epstein's bed. Q. In front of his bed? A. Yes. Q. Did you ever do anything with the sex toys? MR. CRITTON: Form. THE WITNESS: The things | did | cleaned the back -- there is a vibrator to keep massage to your back. We used to wipe them, put them away, massage creams, put them away, fold the table, folding the massage table. BY MR. MERMELSTEIN: Q. Okay. You mentioned there was a back massager? A. Yes. Page 56 Q. The back massager vibrated? A. Yes, Q. | started this questioning by asking you about sex toys. Correct? Yes. Go ahead. What were the sex toys? In the armoire. Yes. Okay. | never see them outside laying around. You never saw them out of the armoire? | don't think so, sir. Do you remember what kind of sex toys they were? A. Like spouses, you know, what do you call that? Handcuffs, or a vibrator. They called dildos? Q. Yes. Were there many of them? MR. CRITTON: Form. THE WITNESS: A few. BY MR. MERMELSTEIN: Q. Describe them. A. You know, personal vibrators for women. Q. Were they a particular color, a particular size? A. | don't remember, sir. Page 57 Q. You remember he had a few vibrators? A. Yes. Q. Any other kind of toys that you can remember? A. No, sir. Q. And it's your testimony here today that they were always on the shelf? A. Yes. Q. You never had to do anything with them? MR. CRITTON: Form. THE WITNESS: Not me personal, sir, | don't know if Louella saw them, but this is what | did and when we went upstairs. BY MR. MERMELSTEIN: Q. Do you recall telling the police that when you cleaned Mr. Epstein's bedroom after the massages you would discover a massager, vibrators, and sex toys scattered on the floor? MR. CRITTON: Form. THE WITNESS: Yeah, what | did was the back massager, the back rubber, this was always on the floor. BY MR. MERMELSTEIN: Q. Okay. But it says sex toys. MR. CRITTON: Form. 15 (Pages 54 to 57) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 17 of 69 Page 58 THE WITNESS: | don't think so, sir. BY MR. MERMELSTEIN: Q. Okay. You don't recall telling that to the -MR. CRITTON: Form. MR. MERMELSTEIN: Why don't we take a break? (Thereupon, a recess was had.) THE VIDEOGRAPHER: We're back on the record with tape number two. BY MR. MERMELSTEIN: Q. You mentioned before the break that you would escort these girls who came to the house to the kitchen and then typically you would leave the kitchen and Sarah Kellen would meet them there. A. Yes. Q. And then to your understanding they would provide Mr. Epstein with a massage. MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. Now, how would they get upstairs from the kitchen? MR. CRITTON: Form. THE WITNESS: There was a stairwell from Page 59 the kitchen. BY MR. MERMELSTEIN: Q. There was a stairwell from the kitchen upstairs? A. Yes. Q. Okay. And were there any paintings or drawings or artwork or photos on the stairwell? A. Yeah, there was some art. Q. There was art? A. Yes. Q. Describe the art that was on the stairwell. A. Pictures in black and white of places and some girls. Okay. There were pictures of girls? (Shakes head.) You have to say yes or no. Yes. Were they photos or drawings? Photos. . Photos of girls. And they were in frames? A. Yes. Q. And they were on the stairwell? A. Yes. Page 60 Q. About how many photos of girls were there? A. In the stairwell there were three pictures, one from Havana, one in Mountain, and then you have a foyer upstairs it was a big like a beach, and then there was two girl pictures. Q. There were two girl pictures in the foyer? Yes, As you arrive at the top of the stairs? No, as you cross the foyer. Okay. Upstairs? Yes, There is only two floors. Correct? . Yes, . And describe the photos of the girls, the two photos of the girls. A. There was a young girl pulling her -pulling her swimsuit a little bit showing her fanny a little bit and the other one smiling. Q. So neither one of them was a girl nude? A. No. Q. Okay. There was one girl showing what, she had her back to the camera? A. Yes. Page 61 Q. And she was pulling down -A. She was showing one of her cheeks let's put it. Q. One of her cheeks. Okay. And the other one was a girl -A. Smiling. You see the face but it was not nudity there. Q. And were there other photos of girls? A. Yes, the only ones in that area. Q. The only ones in that area were those two? Yes, There were no other photos of girls? No. None on the staircase? No. From the kitchen stairs once you arrived in this foyer where was the master bedroom from there? A. To the west side of the house. Q. So you would make a left when you got -A. There is two stairwells to go in, one is the main and the staircase from the kitchen would kind of spiral down. Yeah, you have to make a right to go to the master bedroom. 16 (Pages 58 to 61) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 18 of 69 Page 62 Q. Okay. Did you pass any other bedrooms on the way to the master bedroom or was the master bedroom right there? A. As soon as you leave the stairwell there was a bedroom right in front of that. Q. Which bedroom was there? A. That was the yellow bedroom. | can't remember, sir, but it was one -- | believe it was the yellow room. Q. And then there was a master suite? A. Then you have to make a right, cross the foyer to go to the master bedroom. Q. Is it your understanding that the massages were always in the master bedroom? A. As | understand, yes, sir. Q. Were there photos of girls elsewhere in the house that you recall? A. Mr. Epstein's closet. Q. In his closet? A. Yes. Q. Were any of those photos were the girls nude or in any stage of undress? A. Yes, Sir. Q. Okay. MR. CRITTON: Object to the form on the Page 63 last question. BY MR. MERMELSTEIN: Q. How many of those photos were there? A. There was a mosaic of pictures. | don't know, it had 10, 12, 14. Q. I'm sorry, a what? A. Mosaic. Q. Mosaic. So it was like in a single frame? A. Yes. Q. And there were photos of nude women in this frame? A. Ye@s, sir. Q. Okay. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Did you know any of the girls in those photos? A. No, sir. Q. Do you recall ever seeing any of them before? A. No, sir. Q. Did you have any impressions as to how old these girls were in the photos? MR. CRITTON: Form. Page 64 THE WITNESS: No, sir. BY MR. MERMELSTEIN: Q. Did they look young to you? MR. CRITTON: Form. THE WITNESS: No, sir. BY MR. MERMELSTEIN: Q. They did not look young? A. They were young in terms of -- when you say young? Q. Did they appear to be under 18 years old? A. No, sir. Q. Any other photos of girls in any stage of undress that you recall in the house? A. There were pictures of Mr. Epstein and Mrs. Maxwell, but | mean they were adults, | mean, they were plus 45. Q. No, | understand. There were nude photos of them? A. Yes. Q. Okay. Any nude photos of girls other than Ms. Maxwell around the house that you recall? A. Yeah, the one | just mentioned. Q. Other than what you've mentioned, are there any others? A. No, sir. Page 65 Q. You say Sarah Kellen would greet the girl in the kitchen, the girl or girls who were coming to give the massage. Correct? A. Yes. Q. What would she do while the massage was going on? MR. CRITTON: Form. THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Q. Were you ever in the kitchen when the girl went upstairs? A. No, sir. Q. Never? A. No. Q. How are these girls paid for their services for giving massages? A. | pay them. Q. You paid them? A. Yes, Q. Okay. | thought before you said that you didn't necessarily see them when they left? A. When Sarah told me so and so is going to get so much, so not necessarily when they leave, they will came the next day, or | leave an envelope in the kitchen. 17 (Pages 62 to 65) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 19 of 69 Page 66 Q. Okay. Well, what would determine how you went about paying them? A. Sarah told me. Q. Sarah told you to leave an envelope or to pay them in person? A. Yes. Q. Okay. When would she tell you this? MR. CRITTON: Form. THE WITNESS: Sometimes in the afternoon, you know. It depends, it varies, you know, because she will call me and say so and so will get paid $300. | never ask, you know. BY MR. MERMELSTEIN: Q. Well, how did you know whether to leave it in the kitchen or to hand it to the girl? A. She would give me the instructions. Q. She would always give you instructions as to how the payment was to be made? A. Yes. Q. Sometimes it wasn't that day? A. No, sir. Q. Okay. And because you knew the girl was coming back? A. She will probably make arrangements with Sarah because | didn't know she was coming back. Page 67 Q. And how much did you know to pay? MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. How much did you know to pay the girl? A. It varies, 300, 400, 500. Q. And Ms. Kellen would always instruct you as to how much it would be? A. Yes. Q. Did you write a check or how did you make the payment? Cash. It was always cash? Yes. Do you know why that is? I'm sorry? Do you know why you always paid cash? | was supposed to have cash with me, sir, at all times. The checks were made for paying payroll so -- or purchasing items. Q. Okay. So you used checks for the payroll for the employees who were under you? A. Jerome the gardener. Q. Okay. Now, was Jerome an independent contractor or an employee? A. No, he will be under -- he was under WOONA UNBWNFE Page 68 my -- he was an employee of Mr. Epstein. Q. So he was a regular employee? A. Yes, sir. Q. So there would be like -- so he would receive a check. Correct? A. Yes, Q. And there would be withholdings from the check, etc. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. But the girls who gave massages, they would just receive cash? A. Yes, Q. And how were other household expenses paid? . Food, gas, flowers, gifts. How were they paid? Cash or check, you know. | will buy -ina store | will pay with a check, and sometimes | will use cash or credit card, sir. Q. So you had your own credit card? A. They give me credit card, they give me the checks and they give me the cash. Q. Okay. What kind of credit card was it? Page 69 A. It was like -- | don't remember, Visa, Master Card. Q. It was like -- was it a debit card or credit card? A. It was a credit and debit card. Q. It was both? A. Yes, Q. Was there an account that you had signatory authority on? A. Yes, | did. Q. And anyone else have signatory authority on this account? A. No, sir. Yeah, well, Mrs. Maxwell. Q. So there was an account with you and Ms. Maxwell had signatory authority on? A. Yes. Q. And you would pay expenses of the household from that account? Yes. And you would write checks? Yes. You would pay payroll from that account? Yes. And did you have an understanding as to why the girls that gave massages were always paid 18 (Pages 66 to 69) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 20 of 69 Page 70 in cash as opposed to check? MR. CRITTON: Form. THE WITNESS: | was told to pay them cash, Sir. BY MR. MERMELSTEIN: Q. Simply you were told and didn't ask why? A. No. Q. Do you recall telling the detective who interviewed you for the police that you thought of yourself as a human ATM machine? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. You recall saying that? MR. CRITTON: Form. THE WITNESS: Because | always had cash in my pocket. BY MR. MERMELSTEIN: Q. And why was there always cash in your pocket? A. That was part of my job to have, you know, for emergencies or paying somebody cash. Q. Okay. What kind of emergencies? A. It's hard to say. | was supposed to put cash on each Mercedes Benz on each ashtray. The Page 71 idea behind this is you get stranded nobody accept credit card or check you have cash. Q. How much did you leave in the ashtray? A. 300. Q. And did you ever have to replenish that money? A. Yes. Q. Because the Mercedes was stranded? A. No, because when Mr. Epstein will leave | have to collect that money because | will send the cars to the car wash so to avoid that money being stolen we used to keep track, you know, when to retrieve that money and then when he's coming put it back there again. Q. So you use cash for that purpose and you also use cash to pay the masseuses. Correct? A. Yes. Q. Did you use cash for any other purpose? A. Car wash for the guy who used to came to the house and wash all the cars. Tipping sometimes for getting a good spot in the restaurant you have to have cash, something like that. Q. Okay. Would you drive Mr. Epstein to a restaurant? OONA UBWNFE Page 72 A. Nothim. | will drive anybody else but he would rather eat at home. Q. So you would drive house guests to restaurants? A. Yes. Q. And when you did that you would -- didn't you stay with the car or did you eat with them? A. No, | will stay with the car. Q. So who did you tip? A. If you want to park in front of the restaurant you got to tip the valet otherwise you're taking one of the spots. Sometimes | used to take -- I'm sorry. Aviation, you Know, you need to go to aviation and help those guys move your cars around, you need -they carry luggage, so | used to tip those too. Q. That would be when you picked up or dropped off Mr. Epstein. Correct? A. Yes. MR. MERMELSTEIN: We'll mark this as an exhibit, composite exhibit. (Composite Exhibit 1 was marked for Identification.) MR. CRITTON: Just out of curiosity, on depositions are we going to use instead of Page 73 doing plaintiff and defendant designations do you just want to run them one, two, three, four? MR. MERMELSTEIN: That's fine with me as long as we remember where we left off. MR. CRITTON: Well, are we going to do it consecutive with all of the depositions? I'm okay with that if someone can keep track of that. MR. EDWARDS: I've had that go wrong before, especially when we have some parties who aren't here, such as Mr. Garcia, he's going to join depositions, we have to start at 27 or whatever. MR. CRITTON: For each deposition one through whatever without necessarily giving them a plaintiff or defendant. BY MR. MERMELSTEIN: Q. Mr. Rodriguez, I've marked as Exhibit 1 a composite document which includes four per page of what appear to be message Slips. First of all let me ask you, let me direct your attention to the first page of this exhibit. And the upper left message has initials at the bottom. Is that correct? 19 (Pages 70 to 73) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 21 of 69 Page 74 A. Yes. Q. Are those your initials? A. Yes. Q. And was it the household policy to initial messages when they were taken? A. Yes. Q. Okay. You were instructed to do that? A. Yes. Q. Who instructed you to do that? A. Ms. Maxwell. There was a manual, sir, in the house, we had to follow the instructions of the manual. Q. There was -- okay. A. Estate manager, household manager for all the houses, so | will abide to that, you know, so | take message with my initial, the time, who called. Q. So there were all sorts of policies and procedures in this manual? A. Yes. Q. Who wrote it? A. It was the estate manager for all the properties and so | was -Q. Who was the estate manager for all the properties? Page 75 A. | never met him, sir, he was fired before | came along. Q. But you don't remember his name? A. No, sir. Q. And you remember one of the things that said in this manual was that every message has to be signed? A. Yes. Q. I'm not necessarily going to go through every single message. Let me go back to the one on the upper left on the first page. It's from Jean-Luc. Is that correct? Yes, sir. Who is J ean-Luc? He had modeling agency. How do you know that? He gave me his card, sir. Was he a frequent guest at the house? Yes, sir. . Did he stay over? . Sometimes he will stay, sometimes | will drive him to Miami. Q. Do you recall his last name? A. No, sir. Q. And so you had a conversation with him Page 76 and he told you he owned a modeling agency? A. Yes, sir. Q. Anything else he told you? A. He spoke, you know, five, six languages, always speaking Spanish, Italian. Q. Did the girls who were -- you know, who travelled with Mr. Epstein, were they from his agency? MR. CRITTON: Form. THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Q. You didn't discuss that? A. No. Q. Let's look at the message next to it. MR. CRITTON: Still on page one? MR. MERMELSTEIN: Still on page one. BY MR. MERMELSTEIN: Q. It appears the one under it is to the same person. Is that correct? Who is that? A. Alicia. Q. Who is Alicia? A. | don't know, sir. Please tell | effrey that | called so | just wrote the name. Q. Now, some of these messages if you look through appears to be a different handwriting and Page 77 there is no signature on the bottom. A. That's not mine, | don't know who's that is, Sir. Q. | thought you said earlier you were the one who was responsible for taking messages. A. Exactly, yes, | was, sir. Q. But there were other people who took messages as well? A. Maybe this is after or before my time, Sir. Q. Okay. Because there is no date on it. A. | used to put my dates and | know | used to do that all the time, but you know. Q. These style of message pads. It was a pad. Correct? A. Yes. Q. And this is the old fashion message pad that it's like duplicate? A. Exactly, the original stays with the Spiral. Q. Okay. So there was a spiral notebook? A. Exactly. Q. And you would write the message on the top copy and then you would take that out and put it on the counter in the kitchen? 20 (Pages 74 to 77) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 22 of 69 Page 78 A. Yes, sir. Q. And Mr. Epstein knew to look there for his messages. Correct? A. Yeés, Sir. Q. Then there was a carbon copy that was with -- that remained with the spiral notebook. Correct? A. Yes. Q. Now, if you look at the way this is copied it appears to be that this was taken from the spiral notebook. Is that fair to say? A. Ye@s, Sir. Q. Okay. So it would appear that, for example, that these ones that aren't dated are on the same pages as the ones that are dated. Is that fair to say? A. Yes, sir. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Does that help at all as to who may have been the one to take these other messages? A. | don't know, sir, | don't know. Q. But it's your understanding that no one else other than you took messages? A. Exactly. Page 79 Q. There is a fairly distinctive AR signature on many of these message slips. And that's your signature. Correct? A. Yes, it is. Q. Let me direct your attention to a message that was taken on November 8, 2004. MR. CRITTON: | think that's page nine. | just numbered mine. MR. MERMELSTEIN: It is page nine, correct. MS. EZELL: What was the date again? MR. MERMELSTEIN: November 8, 2004. BY MR. MERMELSTEIN: Q. Now, it appears that there is information that was redacted from here, meaning that it was whited out or blacked out, one or the other. Do you see that? A. On the right. Q. Because you would have written down a name and phone number. Correct? A. Yes. Q. And the message is, quote, "| have a female for him." A. Yes. Q. Do you remember this message? OONA UN BWNFE Page 80 Probably so, sir. Okay. Tell me what this was about. . Probably so, sir. MS. EZELL: What was that answer? MR. CRITTON: He said probably so. THE WITNESS: Maybe C. BY MR. MERMELSTEIN: Q. C. So you think that -- would that be C.W.? A. | didn't Know the last name, sir. Q. Who is C.? A. C. was a masseuse. Q. Okay. She was one of the masseuses who would come to the house? A. Yes. Q. | thought you didn't know any of the names. A. | remember Johanna. There is so many names, sir, this is 2004. Q. You remember Johanna. | understand. You remember C.? A. Yes. Q. Do you remember any others? A. NO, sir. MR. CRITTON: Can ask, did you all blot Page 81 it out or redact it? MR. EDWARDS: The State Attorney's office. MR. MERMELSTEIN: We did not redact it. THE WITNESS: For the record, | can make it out because | know my writing that's why | remember the name. BY MR. MERMELSTEIN: Q. | see. From what we can see here it appears to be C.? A. Yeah. Q. | see. The message, | have a female for him, what was that, what was that about? A. They tell me that message. | never ask them, | never inquired. | mean, | never -- | took the messages literally and | write it down, that's why | put quotations. My job, sir, was to take messages and who are you, last names, or, you know, it was never in my job descriptions to, you know, if they accept the message then they will give me further instructions. Q. So your feeling was it's none of your business what this message means. Is that what you're saying? 21 (Pages 78 to 81) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 23 of 69 Page 82 A. Something like that, sir. Q. Did you have an understanding as to what she meant? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. What was that? MR. CRITTON: Form. THE WITNESS: That she had a female. It's self-explanatory. BY MR. MERMELSTEIN: Q. Female for what? A. | don't know, sir. Maybe a massage, maybe to go out as his companion. MR. CRITTON: Form, and move to strike the answer as speculation. BY MR. MERMELSTEIN: Q. And the 561 area code is Palm Beach. Correct? A. Yes. Q. Was C. there often to your recollection? A. | don't think so, sir. Q. You don't remember her coming over to the house? A. No, not in the house. Page 83 Q. Let me direct you to page 11, two pages in. A. Where do you see the page number? Q. Just go down two pages. |'m just counting in my head. Now, other than the message on the upper left, that's your signature at the bottom. Correct? A. Yes. Q. Did you take these other messages? A. No. Q. Now, was there a different system or protocol at night? A. No, it's the same. Q. So if you were in the staff house would the phone ring in there and you would pick it up in there? A. Yes, | will take the information and transfer to this, this was in the main house. Q. Okay. But the phone would ring in the staff house? A. Yes. Q. So as we sit here today you have no explanation as to why someone else is writing down messages on this pad? WOONAUBWNFE Page 84 A. No. Q. Let me direct your attention to page 13. MR. CRITTON: When you reference a page you may want to tell him what the message is and the date, if he's got it, that's fine. MR. EDWARDS: It needs to be cleaner on the record anyway. BY MR. MERMELSTEIN: Q. There is a message on the upper left dated November 20, 2004. Yes. That's a message that you took. Correct? Yes, Sir. Ms. B. Do you recall who that is? No, sir. You have no recollection? No. That was the message you took for Sarah? Yes. . [twas your understanding that Sarah made the appointments for the massages? A. Yes, MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Let me direct your attention to a message OPOPOPODOD> Page 85 dated 12/4/04. MR. CRITTON: Page 15. BY MR. MERMELSTEIN: Q. On the bottom right that's your signature. Correct? A. Yes, Q. And Johanna is the name? A. Yes. Q. And is that the same J ohanna you testified to earlier was the one you remember? A. Yes, | believe so, sir. Q. Can you describe J ohanna for us? A. Johanna, she was -- | remember she was pregnant at the time, so very sweet lady, she live in West Palm Beach, always talkative. Q. What kind of things did you talk about? A. How are you doing and everything, but cheerful person, you know, nothing specific, but she will always greet me cheerfully, nice person to be around. Q. Did she go to school, did she have another job? A. | think she was a professional masseuse. Q. Now, it was your understanding that 25 generally the girls who came to the house for 22 (Pages 82 to 85) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 24 of 69 Page 86 massages were not professional masseuses. Is that correct? MR. CRITTON: Form. THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Q. How do you know Johanna was a professional? A. She tell me all the time that she was coming from another work so she -- or she will mention that | have to leave because | have to be in another place. Q. Okay. But you mentioned that she was a professional masseuse, that indicated to me that your understanding was that the others may not have been professional masseuses. MR. CRITTON: Form. THE WITNESS: | think she was more busy than the others giving masseuse -- massage. BY MR. MERMELSTEIN: Q. Again, why do you say that the others were not busy giving massages? A. They didn't have the scheduled appointments like J ohanna did. Q. How do you know that? A. Johanna was always -- let's say | need to Page 87 leave by five, and she will leave at five. Like | mentioned, she was, you know, probably she was going to have a kid in two months or something like that because she was like -Q. How do you know the other girls didn't have appointments of that nature? A. They seemed more relaxed, sir. Q. Go to the message dated December 7, 2004. Do you see that on the upper left? A. Yes. MR. CRITTON: That's page 17. MR. MERMELSTEIN: Thank you. MR. CRITTON: Who is it just so | know because there is others December 7th? MR. MERMELSTEIN: I'm sorry, N. MR. CRITTON: That's page 18. BY MR. MERMELSTEIN: You took that message. Correct? Yes. Do you recall who N. is? . No, | don't remember, sir. . And the message next to it is Lesley Wexner. Is that correct? A. Yes. Q. And that's your signature as well? WOMONAUBWNFE Page 88 A. Correct. Q. Do you recall who Lesley Wexner is? A. He's the owner of Victor Secret, the Limited. Q. Okay. What was his association with Mr. Epstein? A. He was Mr. Epstein's boss. Q. He was Mr. Epstein's boss? A. Yes. Q. How did you know that? A. | think it's public domain through internet | did my research who he was. Q. Okay. Before you went to work for Mr. Epstein you did your research of who he was? A. No. Q. At what point did you do your research? A. During working you get curious so you went to Google the name and it's there. Q. So you would Google the names -A. Lesley Wexner. Q. In other words, you Google names generally of -A. No, not necessarily, not all the time, but he used to call all the time and so | want to know who this gentleman was. Page 89 Did you Google J ean-Luc? No. Okay. You talked to him that's -It never occurred to me, sir. Who else do you recall Googling? . Prince of -- Prince Andrew, or Barak, the Prime Minister of Israel because he used to call. Donald Trump. Q. Go to the next page, there is a message dated December 9th from Ms. Svetlana. Yes. Who is that? | don't know. You don't recall? No. Do you recall a masseuse by the name of Svetlana? A. | don't recall that, sir, | don't remember. Q. You look at the next page there is a message on the upper left corner with the name redacted again. Do you see that? A. Yes, sir. Q. That's a message you took? A. Yes. 23 (Pages 86 to 89) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 25 of 69 Page 90 Is that C. again? It looks like it is, sir. So that was a message from C.? Yes. You don't recall what she was calling about on December 15, 2004? A. No, sir. Q. If you look at a message dated J anuary 8, 2005. MR. CRITTON: corner? MR. MERMELSTEIN: Yes. MR. CRITTON: | think it's page 25. MR. MERMELSTEIN: Right. BY MR. MERMELSTEIN: Ms. Amya? Yes. Who is that? A friend and acquaintance, sir. The message next to it is from Nadia. Yes. Who is Nadia? Mr. Epstein girlfriend. Okay. Nadia Marcenacova? Yes. In the upper left hand Q. A. Q. A. Q. A. Q. A. Q. A. Page 91 Q. And when you say girlfriend, what do you mean by that? MR. CRITTON: Form. THE WITNESS: She used to be more times than the other girls with her -- with him. BY MR. MERMELSTEIN: Q. Would she arrive on a plane with Mr. Epstein? A. Yeah. Q. And the time that you worked for Mr. Epstein how often was Nadia with him? A. Half the time | would say. Q. Did you ever have a discussion with her or talk to her about personal matters? A. No. Q. Did she have any duties or functions at the house? A. For awhile she was like a coordinator or assistant or something. What did she coordinate? Phone calls. Would she take messages like you would? Yeah, sometimes. Okay. So again, I'm a little confused. So she was authorized to take -- to give messages OONA UBWNFE Page 92 as well? A. What happened, she being too close to Mr. Epstein she will -- it's no big deal to take a message, but | mean, | was the only one who supposed to take message, but | don't know, for instance, who took this message, who wrote it, | don't know. Q. You're referring to the message from Nadia? A. Nadia, yes. Q. So |'m trying to understand when you said that she was a coordinator. A. She will give me sometimes orders, like Alfredo, can you give me ice cream, or send me to the store, or buy some clothes. Q. Okay. Did the other girls who would fly with Mr. Epstein and stay in the house, would they give you orders as well? A. No. Q. Okay. But it was your understanding that she was -- that you were supposed to follow her orders. Correct? A. | knew it was coming from the boss. Q. Okay. And how did you know that? A. Because she told me. Page 93 Q. Okay. A. Mr. Epstein says he wants you to do this. | didn't contest that so | will do that. Q. Okay. Did she have her own bedroom or did she sleep in the master bedroom? A. She used to have her own bedroom. Q. Okay. I'm not sure what page this is but there is a message dated J anuary 11, 2005. Do you see that? Yes. That's your signature. Correct? Yes, sir. . From Cecilia, the New York office. Yes. Who is that? Cecilia is another secretary, she works in the New York office. Q. Would you have any contact or interaction with Cecilia? A. She used to call me sometimes when Lesley was not available. Q. Okay. And so it was your understanding she worked under Lesley? A. Yes. Q. What was her last name? 4 (Pages 90 to 93) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 26 of 69 Page 94 A. | don't remember, sir. Q. The next page is a message in the upper left dated January 13, 2005, from C.W. Correct? A. Yes. Q. That's the same C. that we've been talking about. Correct? A. Yes. Q. That was at 7:30 p.m. Correct? A. Yes. Q. And you don't recall what that particular call was about. Right? A. No, sir. Q. The message dated J anuary 20, 2005, from Maria. Do you see that on the bottom right? A. Yes. Q. Do you know who that is? A. | think | have a different page. Q. You're a little ahead of me. January 20, 2005. MR. CRITTON: | think that's page 31. THE WITNESS: | don't remember who she was, Sir. BY MR. MERMELSTEIN: Q. You don't recall what that message was about? Page 95 A. No, sir. Q. What about the next page there is a message that Eva called? Yes. Dated J anuary 21, 2005? Yes. Do you know who Eva is? Yes. . Who is Eva? . The assistant comptroller from the New York office. Q. Do you remember her last name? A. Polish last name | guess. She was Russian. She is Russian actually. Q. Did you ever travel to any other residences that Mr. Epstein had? A. No. Q. Are you aware he had a residence in the Virgin Islands? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. And would he sometimes travel to that residence from Palm Beach? A. Yes. Page 96 Q. Okay. Do you recall on any occasion who would travel with him to the Virgin Islands? MR. CRITTON: Form. THE WITNESS: No, sir. BY MR. MERMELSTEIN: Q. | think we were talking about the money before, the household account, sometimes you gave gifts? Yes, | was told to buy some gifts. For whom? For the guests. Okay. And what kind of gifts? . Shoes, sweaters, clothes. . SO were you instructed to buy something in particular at a particular store? A. They would go to the store, if they like something | will go after and pay them and retrieve it. Q. Okay. So would this be a girl who was staying at the house? A. Yes. Q. Okay. This was one of the girls who travelled with Mr. Epstein to Palm Beach. Correct? A. Yes. Page 97 Q. Andso Mr. Epstein would instruct you to go shopping with this girl? A. Yes, Q. And instructed you to pay for whatever it is she wanted to buy? A. Yes, Q. Was there a price limit or anything of that nature? A. No, sir. Q. So when the girl decided what she wanted you would -A. | would write them a check. Q. In that instance you would pay by check? A. Yes, Q. Any other instances where you gave gifts to girls at the instruction of Mr. Epstein? A. No. | was just told, you know, when they told me | will buy the item. Q. I'm sorry? A. You know, when! was told to purchase this item for them, you know, | will do that, but not on any other occasions. Q. What do you mean not in any locations? A. Any other occasions. Q. Not any other occasions. Okay. Did you 25 (Pages 94 to 97) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 27 of 69 Page 98 ever buy flowers for a girl? A. Yes, sir. Q. Tell me about that. A. | was told to buy flowers and roses for a girl performing in high school. Q. Which girl was that? A. | don't remember the name, sir. Q. What was Mr. Epstein's relationship to this girl? MR. CRITTON: Form. THE WITNESS: | think she was an acquaintance, friend. BY MR. MERMELSTEIN: Q. She was a friend? A. Yes, Sir. Q. Now, she was performing at the high school in what capacity? A. There was like a -- like a play in the graduation for high school. Q. A play for graduation? A. Yes, in the high school theatre there was some kind of performance. Q. Was it like a theatre production? A. Yeah, something like that. | didn't go inside so | didn't know what was going on inside. Page 99 Q. Why do you Say it was for graduation? A. Because everybody was the graduation outside, there were parents, there were a lot of people at the school. Q. Okay. A lot of high schools have theatre production companies and they put on plays. Correct? MR. CRITTON: Form. THE WITNESS: It was towards the end of the year. Well, | think | overheard that there was a graduation performance of some kind. BY MR. MERMELSTEIN: Q. But you didn't go in so you don't know? A. No, sir. Q. But this was a high school student you were bringing the flowers to. Is that correct? A. Yes. Q. Had you seen this girl before at the El Brillo Way property? . Yes, sir. You had seen her a number of times? Yes, sir. Do you recall her name? | don't remember her name, sir. Page 100 Q. Now, you said you never went inside the theatre? A. No, sir. Q. Okay. How did you get to the flower store? A. | called the girl to her cell and she will come to the back door and | give her the flowers. Q. Was anyone else around at the time? A. No, sir. Q. And you mentioned this was a girl you had seen before? A. Yes, Q. Was this girl who had come to give massages to Mr. Epstein? MR. CRITTON: Form. THE WITNESS: | don't know if she was doing massages but she was at the house. BY MR. MERMELSTEIN: Q. What would she have been there for? A. To visit him. Q. This was a high school girl who was coming to visit Mr. Epstein at the house? A. She came to the house, | open the door and | left, you know. Page 101 Q. Did you take her to the kitchen like you did -A. Yes, Q. So you brought her to the kitchen just like you did for the girls who gave him massages. Correct? A. Yes, sir. Q. Did you ever pay her? A. | don't remember, sir, but probably | did. MR. CRITTON: Form, move to strike, speculation. BY MR. MERMELSTEIN: Q. Why do you say you probably did? A. Because | was the only one paying -well, not the only one but, you know, but chances are | paid her but | don't remember that particular instance that | gave her money. Q. Is it fair to say that the girls who came to the Palm Beach residence, these are not the girls who are staying there, the girls who came -were there to give massages. Correct? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: 26 (Pages 98 to 101) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 28 of 69 Page 102 Q. And to the extent that this girl had come to the estate that's most likely what it would have been for, to give a massage. Correct? MR. CRITTON: Form. THE WITNESS: | didn't see the massage was occurring, sir. BY MR. MERMELSTEIN: Q. | understand that. But can you think of any other reason why this girl would have come to the Palm Beach residence? MR. CRITTON: Form. THE WITNESS: To visit, you know. You can get visits from these ladies so | don't know if they were giving the massage to be honest to you because if | say all the girls who gave a massage that would be -- | don't know, | don't think. BY MR. MERMELSTEIN: Q. Were there high school girls who just came to visit him? MR. CRITTON: Form. THE WITNESS: | don't know if they were in high school, sir, except this one that | give flowers. BY MR. MERMELSTEIN: Page 103 Q. Okay. Were there girls who just came to visit and then came and then left during the same day? Who weren't there to perform any service? A. I'm sorry? Q. Were there girls who just came to visit who weren't there to perform any service during the course of a day? MR. CRITTON: Form. THE WITNESS: Yes, there were masseuses. BY MR. MERMELSTEIN: Q. Masseuses came there to give a service; didn't they? A. Yes. Q. Was there any girls who came to the Palm Beach residence just to visit, not to perform a service during the course of a day? MR. CRITTON: Form. THE WITNESS: | don't know, sir. | don't know. BY MR. MERMELSTEIN: Q. You don't recall that ever happening; do you? A. Well, sir, | brought them into the house, my duties was to call Sarah, Sarah will get them from the kitchen. | don't know if they get a WOMONAUBWNFE Page 104 masseuse -- they get a massage or they went to -| don't know what they did. Anything that happened upstairs in the house we didn't know it. I'm talking we the staff. Q. Okay. But this girl who you gave the flowers to was a girl that came to the front door and you brought into the kitchen and Sarah then met her there. Correct? A. Yes, Q. Just like the girls who would come for massages. Correct? A. Yes. Q. As we sit here today you don't know of any girls who just came to visit for no other reason other than to visit? MR. CRITTON: Form. THE WITNESS: For me they were visitors as | treat as a massage, you know. And like | say, | cannot say so and so came just for this or this purpose. BY MR. MERMELSTEIN: Q. Did you ever recall any of these girls saying that they were coming to work? MR. CRITTON: Form. THE WITNESS: No, sir. Page 105 BY MR. MERMELSTEIN: Q. Did you ever refer to that term or expression, do you recall any girl ever using that? A. No. Q. Do you recall any girl ever calling the house and saying she wanted to work? A. No, sir, | don't remember. Q. You don't recall that? A. No. MR. MERMELSTEIN: All right. Let's take a break. (Thereupon, a recess was had.) THE VIDEOGRAPHER: Back on the record with tape number three. BY MR. MERMELSTEIN: Q. Mr. Rodriguez, at some point -(Thereupon, an interruption was had.) BY MR. MERMELSTEIN: Q. Mr. Rodriguez, at some point you spoke to a Palm Beach Police Detective. Yes. Is that correct? Yes. He was asking you questions about Mr. 27 (Pages 102 to 105) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 29 of 69 Page 106 Epstein? A. Yes. Q. And you had an interview with him? A. Yes. Q. Did you also hand him documents at some point? A. Yes. Q. What did you give to him? A. I'm sorry? Q. What did you give to him? What did you hand him? A. A list of -- let me -- it was a list of -- it was like a yellow, what you call it, pad like that, my own writings of contractors, people who used to go there and phones. And | don't remember exactly what | give him but, you know, | have it with me and say can | have them and say can | borrow them and to this day | gave it to Detective J oe something. Q. Was it Detective Recarey? A. Yes. Q. Okay. Was this a journal of some kind that you maintained? A. Not necessarily, no. It was just my own notes and | had it with me so he asked me can | Page 107 borrow this from you. Q. You had it with you? A. Yes. Q. With you for what; your interview? A. No, because | was subpoena with the District Attorney and | had some notes and so | had it with me. Q. So you brought the notes with you to the interview? A. Yes. Q. Okay. And when you were there you were interviewed -- and this is the interview you mentioned was tape recorded? A. Yes. Q. And when you arrived for the interview during the course of the interview did Mr. Recarey ask you to hand over these papers? A. He saw me going through my papers and said can | have those. Q. And you handed it to him right there? A. You know, | was -- yes. Q. Okay. And describe again what was on these papers. A. As far as | remember they were my personal notes of people coming to the house, WOONA UN BWNFE Page 108 among them contractors. And because this is five years ago, you know, | don't exactly remember that. Q. Okay. Did you include in this list of people who came into the house the girls who had come to give massages? A. Probably there were some names there, Sir. Q. Why were there only some names? MR. CRITTON: Form. THE WITNESS: Because it was an informal list, you know, it was not like A to Z thing, | just write it down sometimes. BY MR. MERMELSTEIN: Q. Did Sarah Kellen or Mr. Epstein or Ms. Maxwell instruct you to maintain a list of the people who came into the house? A. No, | do this, this is my job, you know. | do this in another place | used to work to have those telephone numbers handy because it's basically day to day, you know, you want to have some reference. Q. Okay. So this list included a person's name? A. Yes, Page 109 And their telephone number? Yes. Did it have any other information? | don't remember. How many pages was it? You mentioned it was like a legal pad? A. Yes. | put it in the file probably, there were four or five pages. Q. Was it single spaced, you had a name and a phone number on each line? A. Yeah, they were single spaced. Q. Did you write anything about who that person was, what their relationship to Mr. Epstein was? A. No. Q. Just aname and a phone number? A. Aname and phone number and sometimes dates. Q. What were the dates for? A. It was for me to know that this person was in the house a week ago. Q. Okay. So it indicated when they were there? A. These people were familiar because | was in charge of security, | need to see if these 28 (Pages 106 to 109) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UN BRWN Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 30 of 69 Page 110 people, they were sometimes, you know, you need to have some kind of reference to yourself because you have too many information in your head, so it was like a cross reference for me that these people were in the house before so | used to jot around telephone numbers and names. Q. And this was a reference you kept for yourself? A. Yes, it was personal. Q. Okay. And that way if you were ever asked by Mr. Epstein or Ms. Kellen or Ms. Maxwell about someone who had come into the house you would have it on your pad? A. Yes. Q. Were there entries there for each day that people came? A. No, not necessarily. Q. People come to the house every day. Right? A. Yes. Q. And on some occasions it was the first time they were there. Correct? A. Yes. Q. And you would write down their name and phone number? Page 111 MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. As you indicated this would include girls who came for massages. Correct? A. Yes. Q. And wouldn't the list have been longer than four or five pages if it recorded all this information about who was coming into the house? MR. CRITTON: Form. THE WITNESS: | don't remember, sir, to be honest with you. He probably have it in his possession but -BY MR. MERMELSTEIN: Q. Okay. So it could have been longer than four or five pages; is that what you're saying? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. It's in Detective Recarey's possession? A. Yes. Q. Or you haven't seen it since you gave it to him? A. No. Q. Okay. Now, when would you write down the WOONA UNBWNFE Page 112 information on this pad? If someone came to the front door you would escort them to the kitchen. Correct? What point would you get their name and phone number? MR. CRITTON: Form. THE WITNESS: At the end of each day | will have to prepare stuff for the next day so | will always make this is what happened today because sometimes it's very hectic so | make notes for tomorrow, this is what we're going to do, so | used to for my own information give these numbers and names, like | said, they were not only masseuses they were, you know, names of contractors that need to get back in the house. Notes for myself that was basically instead of having a personal computer | used to have that. BY MR. MERMELSTEIN: Q. When you came to the front door to let someone in you had to enter the code on the wall. Correct? A. Yes. Q. Did you have in your hand something to write with and a pen? Page 113 MR. CRITTON: Form. THE WITNESS: No, that was kept in the staff house. BY MR. MERMELSTEIN: Q. The note pad you're referring to -A. | used to have my own office, | used to keep these in my office. Q. Okay. Well, I'm trying to -- obviously, someone who walked into the house you escorted them into the kitchen. Correct? A. Yes. Q. You didn't memorize their name and phone number at that point? A. No, but | used to go and write it down. Q. Okay. They would give it to you and you would go and write it down? A. No, no, no. | would escort this lady or this person into the house, go to my staff house in my office and write it down. Q. Okay. But you wouldn't write down her telephone number as she gave it to you? A. No. Q. You would memorize it then write it down when you got to the staff house? A. | would get it from this. 29 (Pages 110 to 113) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 31 of 69 Page 114 Q. You would get it from the message pad? A. Yeah. Then | will match the name with the number as a source of information for me because if somebody walks into the house and says, I'm Maria, how you going to know really -- it was a source of -- it was a tool for making my job easier. Q. Okay. So if someone walks in the house and says they're Maria, then you could always cross reference them with a message? A. Yes. Q. Okay. It would always be a message indicating their name and phone number on it? A. Yes. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. And then you would take that and put it on your pad? A. Yes. Q. Okay. So if | understand the progression, you would -- the person would come to the door, you would escort them into the kitchen, they would say I'm Maria, you would then at some point during the day you would go to your message pad that we looked at was Exhibit 1, you would see Page 115 there was a message with the name Maria and her phone number and then you would write it down on your yellow pad? A. Yes. Q. Okay. Did! misstate anything there in terms of how it went? A. No. Q. Okay. You didn't keep a copy of this when you gave it to Detective Recarey? A. No. Q. Were there any other papers or documents that you gave to Detective Recarey? A. There was some other stuff but | don't remember exactly, you know, they were notes that | have. Nothing | don't think fan notes or anything of that. MR. MERMELSTEIN: Let me mark this as the next Exhibit 2. (Exhibit 2 was marked for Identification.) BY MR. MERMELSTEIN: Q. Take a look through Exhibit 2 and let me know if there is any papers or documents in here that you gave to Detective Recarey. MR. WILLITS: This is Richard Willits. | Page 116 must have been cut off by the lightening strike, |'m not aware of Exhibit 2. MR. MERMELSTEIN: It's just a compilation of papers that I've handed him. MR. WILLITS: Okay. MR. CRITTON: The question is did he give any of the documents in Exhibit 2 to Detective Recarey? MR. MERMELSTEIN: Yes. THE WITNESS: | believe there were these notes. BY MR. MERMELSTEIN: Q. Okay. | got to go through this exercise because it was helpful on Exhibit 1, but I'm going to number the pages. MR. CRITTON: You got twelve pages. Is that right? MR. MERMELSTEIN: Yes. BY MR. MERMELSTEIN: Q. Okay. You started to say that you did turn over certain of the pages in this Exhibit 2 to Mr. Recarey and you're referencing page five? Yes, Okay. And what about page six? Yes. Page 117 . Any other pages in this exhibit? A. No. Q. Okay. Do you recall giving him anything other than these two pages out of your note pad? A. | don't remember, sir. Q. Let's look at what's on pages five and six. What's this referring to? Is that your handwriting? I'm sorry, strike the first question. Is this your handwriting on page five? At the bottom is. The reference to Dollar Rent a Car? Yes, That's your handwriting? Yes, The handwriting on top is not yours? No. . What's the reference to Dollar Rent a Car, what's that there? A. | renta car for -- for one of the girls, and the rental car was only because when you go over a month you have to go into a lease contract so the Dollar Rent a Car Company contact me to renew that and | can have the car for another month. 30 (Pages 114 to 117) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 32 of 69 Page 118 Q. Who was the girl that you rented the car for? A. | don't remember, sir. Q. If you look at page six, is this your handwriting? A. No. Q. That's not your handwriting? A. No. Q. Is it Mr. Epstein's handwriting? MR. CRITTON: Form. THE WITNESS: | don't think so. BY MR. MERMELSTEIN: Q. Is it Sarah Kellen's handwriting? A. Could be, |'m not sure, sir. Q. Explain to me what is on page six, what's that information? MR. CRITTON: Form. Do you want him to read what's there? Form. THE WITNESS: To get an extension the rental car for another month because it was not lease it was rental. Then buy bucket of roses from Royal Palm Beach and deliver it to Royal Palm Beach High School, here's the name, A. BY MR. MERMELSTEIN: Page 119 Q. SoA. would be the girl who you delivered the flowers to? A. Yes. Q. The girl you testified earlier that you delivered flowers to the high school performance. Correct? A. Yes. Q. That was only one time you ever did that. Correct? A. Yes. Q. So this A. must be that girl. Correct? A. Yes. Q. Now, there is a one and a two here, number one is it appears that it's whited out but it says A. car. Is that correct? A. Yes. Q. Okay. Extension one month. Is that what you were just referring to? A. Yes. Q. So it would appear to be the same girl you gave the flowers to you extended the rent a car for? A. Yes. Q. Was there any other girls that you rented cars for while you were -WOONAUBWNFE Page 120 A. No, | don't think so. Q. Okay. Did you have an understanding as to why Mr. Epstein was renting a car for A.? A. No, sir. Q. And you understood it was a rental for over a month. Correct? A. Yes. Q. Now, as! understand, she already had the car. Correct? A. Yes, Q. So you just had to go to the rent a car place, the Dollar Rent a Car and do the paperwork. Is that correct? A. Yes. Q. Okay. So they didn't have to see the car again, you didn't have to bring it back? A. No. Q. So, with respect to what's on this page six of Exhibit 2, your contact with A. was to hand her the flowers. Correct? A. Yes. Q. Okay. You didn't need her for purposes of re-renting the car. Correct? A. No. Q. Did you go with her to rent the car in Page 121 the first instance? A. No, | brought it to the house. Q. Okay. You rented the car and brought it to the house. Correct? A. Yes. Q. Did you list her as a driver on the application? A. | don't remember, sir. Q. But it's your understanding that only she was driving the car. Correct? A. Yes, Q. Let me go to some of the other pages in this exhibit. If you look at page one, that's your signature on this check? A. Yes, Q. And this Colonial Bank, is that the account where the house account was located? A. Yes, Q. As you indicated you were a signatory on that account and so was Ghislaine Maxwell? A. Yes. Q. Okay. And is this how you would obtain generally cash from the account, you would write a check to cash? A. Yes. 31 (Pages 118 to 121) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 33 of 69 Page 122 Q. | see on this page two you endorsed the check. Correct? A. Yes. Q. And then there is another page three of the check dated December 8, 2004. Correct? A. Yes. Q. And that's also a thousand dollars? A. Yes. Q. And one of the uses of this cash would be to pay the girls who came to give massages. Correct? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. That's your endorsement on page four of this exhibit. Correct? A. Yes. Q. Exhibit 2? A. Yes. Q. The page 7 through 11 appear to be statement history or statement list. Do you see that? A. Yes. MR. CRITTON: Form. BY MR. MERMELSTEIN: Page 123 And this is for the account that -Household account. That's for the household account? Uh-huh. Do you recall why this was printed out MR. CRITTON: Form. THE WITNESS: | don't remember, sir. BY MR. MERMELSTEIN: Q. | notice there are some incoming wires indicated on this dated December 6th and December 15th. | take it the account was funded through the incoming wires. Correct? A. Yes. Q. Would there be communication that more money is needed in the account, how would that work? A. | would call Bella in New York and she would put money into that account. Q. Okay. Did you say how much you needed or you just said you need more money? A. | will say the amount and she put in the money. Q. Okay. It seems to be an odd amount $13,551.17, how did you determine that? WOONAUBWNFE Page 124 MR. CRITTON: Form. THE WITNESS: Probably it came from another account, sir, but | don't know. BY MR. MERMELSTEIN: Q. I'm sorry, a what? A. Another account, but the amount why is that odd, | don't know. Q. You don't recall the reason for that particular amount? A. No. Q. And the next, 9,747.32, you don't recall? A. No. Q. Okay. Was there like a minimum which would trigger you to say | need more money in that account? A. Below 2,000, yes, | would have to call for more money. Q. Below 2,000 was the rule. Correct? A. Yes, more or less, sir. Q. Okay. Just look at the last page of the exhibit. Again, is that your handwriting? A. Yes, Q. On the upper left where it says check written by Alfredo Rodriguez -A. Yes, Page 125 Q. -- what's the first word there? A. Last check written by. Q. Alfredo Rodriguez. | take it this is the last check written while you were employed? A. Something like that, yes. Q. Okay. But that's your handwriting? A. Yes, it is. Q. And this was a payroll check. Is that correct? A. Yes. Q. ForJerome Pierre? A. You know, why | wrote this is because he went until he become under the New York office jurisdiction so | didn't pay him after that. Q. So he went to New York? A. Yes. Q. And worked for Mr. Epstein? A. No, no, he work here but his check came from New York. Q. Okay. Now, was it shortly after this that you left the employ of Mr. Epstein? A. | left at the end of February. Q. Why did you leave? A. The reason | was let go because they told me | took the wrong Suburban to Miami. Mrs. 32 (Pages 122 to 125) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OANA UN BRWN FE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 34 of 69 Page 126 Maxwell called me and said J effrey was upset because you took the wrong Suburban, and it was an excuse to fire me. Okay. And Ms. Maxwell gave you the news? Yes. . You never spoke to J effrey Epstein about that? A. No. Q. By wrong Suburban | take it he had more than one? A. There were two identical black Suburbans. One had XM radio the other one didn't. Q. | see. By Suburban you mean Chevrolet Suburban? Yes, sir. SUV? Yes. And you had instructions to take the one Without the XM radio. Without the XM radio. But somehow, you know, they're both identical vehicles, you know. Q. And do you recall what you were doing on this trip with that Suburban? Page 127 | went to my house to Miami. So you took it home for a weekend? More or less, yes. That's when Mr. Epstein wasn't there? He allowed me to go there while he was there and he find out that | took the wrong Suburban. Q. Okay. Was that unusual that he would allow you to go to Miami while he was there? A. No. Q. Okay. Because | thought earlier you testified -A. He arrived early one day and he wanted to have the Suburban there. Q. | see. So you didn't know he was going to be in Palm Beach at the time? A. Sarah told me that it's not necessary you have to be right here now but you can come here later, and then they find out | have the wrong Suburban, something like that. Q. | see. And did he give you like a notice, two weeks? A. No, he told me at the end of the month -yeah, something like two or three weeks. He paid me for two months, | guess. WOONAUBWNFE Page 128 MR. CRITTON: Form of the last question as to did he tell you. THE WITNESS: No, no, he didn't. | kept getting checks but | knew | was no longer with them. BY MR. MERMELSTEIN: Q. Okay. But you continued to work until the end of February? Yes. And this was sometime before that? Yeah. Two or three weeks before that? Could be two weeks, yeah. Have you had any occasion to speak to Mr. Epstein after you've left his employ? A. | called the office and | talk to Lesley but not Mr. Epstein. Q. And what was your occasion to call the office and speak to Lesley? A. | wanted to confirm that | work for him to put in my resume as a reference so Lesley wrote a letter to me. Q. Okay. So Lesley, again, she is in New York? A. Yes, Page 129 Q. And she wrote a letter of reference for you at your request? A. Yes. Q. What about Mr. Epstein himself, did you ever speak to him after you left his employment? A. No, never. Q. What about Sarah Kellen, did you ever speak to her after that? A. Never again. Q. Did any investigators contact you for Mr. Epstein after you left his employment? A. Yes. Q. Okay. Tell me about that. A. They went to my house in Miami and they tell me that they work for Mr. J effrey Epstein, so that we make a meeting in Miami Lakes at Don Shula Hotel, we spoke for a couple of hours. Q. When was this? A. This was in two years after that, probably -- 2005, | think. Q. Well it was -A. No, no, I'm sorry, 2006. and this started in 2006. Q. Okay. Do you recall when in 2006? A. | can call my wife but | don't remember | left in '05 33 (Pages 126 to 129) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 35 of 69 Page 130 the month. Q. Now, why would your wife know? A. Because they knock on my door and, you know, say well we are the head of security Mr. Epstein, and my wife knew where | work and everything and so she called me. Where were you working at the time? | had my own restaurant in Miami. What was the name of your restaurant? EI Cristol. El Cristol? Yes. That's with a C? E-L C-R-I-S-T-O-L. Okay. And you own the restaurant? No, | sold it. But at the time you owned it? Yes, my wife and |. So these two people knock on your door when your wife is there. Correct? A. Yes. Q. And they say they're head of security for Mr. Epstein. Correct? A. Yes. Q. And do you know what their names were? OPOFOFOFOPFOFO Page 131 A. | don't remember, sir, right now. Q. Okay. And then you met with them at the Don Shula Hotel? Yes, For approximately two hours? Yes, And what did you discuss? They ask me who | talk to and that Mr. Epstein wanted to offer me a lawyer, | declined because | was working there, | had nothing to do with this. My wife told me this but, you know, | don't need a lawyer, why do | need a lawyer. Q. Your wife told you you didn't need a lawyer? A. Yeah, something to that, you know. They offered me because working for Mr. Epstein maybe | had something to do, anything, | haven't done anything wrong so | said | declined. Q. Did they interview you about what you observed while you were working at the house? A. I'm sorry, what? Q. Did they interview you about what you observed while you were working at Mr. Epstein's residence? A. Yes. Page 132 Q. And what do you recall telling them? A. | told them that my job duties, the hours, if | remember any names, where did | go. Q. Was this before or after you spoke to Detective Recarey? A. Before. Q. About how long before? A. Three months before. Q. And for your interview with Detective Recarey you were subpoenaed. Is that correct? A. Yes. Q. Had you spoken to Detective Recarey or anyone from the Palm Beach Police before that time? A. No, he went to my house. Q. Did these investigators tell you to expect that you were going to get contacted by the Palm Beach Police? A. No. Q. Did they tell you what you should say if you were interviewed about Mr. Epstein? A. No. Q. Anything else you can recall them saying to you during this conversation during the meeting at the Don Shula Hotel? Page 133 No. Did they make any kind of threat to you? No, | don't believe so. You don't believe so? No. Was there anything they knew about you that you may have been surprised about? A. I'm sorry, what was that? Q. Was there any information that they knew about you that you were surprised they knew about? A. No, no. Q. Did you have any other meetings with them? A. | saw them twice. Q. Okay. Once was at the Don Shula Hotel? A. Yes. And the other one we met | think that was outside my house. He came into my house. Q. Was that a planned meeting? A. No, he just -- my main gate told me that so and so is -- you know, so he was waiting at my house. MS. EZELL: I'm sorry, who told you? THE WITNESS: | have security at the complex where | live and they told me that this gentleman was waiting for me. 34 (Pages 130 to 133) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 36 of 69 Page 134 MS. EZELL: The main gate, is that what you said? THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. Okay. So that was an unplanned visit? A. Yes. Q. That was after the meeting at the Don Shula Hotel or before? A. That was before. Q. So! understand the sequence, two men came to your door when your wife was there. Correct? A. Actually -- yes, yes, exactly. Then we met at the Don Shula. Q. So then you met at the Don Shula? A. Yes. Q. And when did the man come to your house? A. |t was like two weeks before that or something like that. Q. Two weeks before you met at the Don Shula? A. Yes. Q. And what did you discuss when he came to your house? A. The same questions | told the guy in Don Page 135 Shula, and he sit down in a pad in my house and took notes who do | know, the phone numbers, if | talk to anybody. That was it. Q. And you hadn't spoken to anybody about Mr. Epstein before that? A. No. Q. The man who came to your house, was he one of the same men that you met with at the Don Shula Hotel? A. Yes. Q. And you don't recall his name? A. No, sir. Q. Did he explain to you why he was conducting this investigation and asking you these questions and seeking information from you? A. No. He just wanted to know if | talked to anybody outside the house. | was bound by a confidential agreement so | stick to that. Q. Okay. So you signed a confidentiality agreement with Mr. Epstein? Yes, Okay. When did you sign that? When | was hired. And what did that agreement provide? | shouldn't discuss anything, you know. Page 136 Q. And your understanding of that was that was indefinite, that would last -A. To this day | don't understand the extent of that but, you know, | think | did my job and I'm out of it, you know. At the moment when these people went to ask me questions | thought | was bound with that confidentiality agreement but because | was subpoena in Palm Beach County and they asked me if you know this and this and the phone numbers, you have to tell the truth. Q. Allright. | understand. But you understand that a confidentiality agreement -- let me strike that. | assume your understanding or is your understanding -- let me start again. Is your understanding that under a confidentiality agreement if you're not outside of a subpoena, outside of a legal obligation to talk with someone you weren't allowed to talk to anyone about Mr. Epstein? A. Exactly. Q. When these investigators came to your door did you have to verify that they in fact worked for Mr. Epstein? Page 137 A. They gave me all the information, they told me I'm the head of security for Mr. Epstein. Q. Okay. A. They identified themselves with a name and number and everything. | have probably for awhile a business card, but | don't remember their names. Q. Okay. You think you still have the business cards still? A. Yes, Q. What about the confidentiality agreement, do you still have that? No, that was kept with Mr. Epstein. He didn't give you a copy? No. Did you have an employment contract? . No. . Did you ever speak to any lawyer representing Mr. Epstein? Yes, Q. Who did you speak to? A. Jack Goldberger. Q. When did you talk to Mr. Goldberger? A. This was a year ago -- no, two years ago. Q Was this before or after you had spoken 35 (Pages 134 to 137) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONA UBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 37 of 69 Page 138 to the detective -A. After. Q. Let me finish the question. Was this before or after you spoke to Detective Recarey? A. After. Q. And what did Mr. Goldberger say to you, what did you say to him? A. | said to him the FBI is involved now and | want to know what |'m supposed to do. Did you contact Mr. Goldberger? Yes. So he didn't call you, you called him? No, | called him. How did you know to call him? Because | looked in the yellow pages. . But you knew Mr. Epstein's lawyer was Jack Goldberger? A. Yeah, exactly, because | was looking at the news. | read the Palm Beach Daily News every day so | call him and then the FBI, very nice people, they said they wanted to meet with me. Q. Okay. So this is before you met with the FBI agents you spoke with J ack Goldberger. Correct? A. Yes. Page 139 Q. Okay. And you knew Jack Goldberger was the attorney for J effrey Epstein because you read that in the newspaper? A. Yes. Q. Again, about how long ago was this? A. That was -- | was working for the Hammond's so that was in 2006. Q. Okay. Had you received a grand jury subpoena? A. No, no. We just -- they asked me, they went to my house again. Q. The FBI again? A. Yes. A male and female agents, my wife told them | was working in Palm Beach and | couldn't leave so they wanted to meet me there. Q. In Palm Beach? A. Yes. Q. But you found out that they were looking for you, you called Jack Goldberger? A. No, no, that was -Q. Go ahead and clarify that, sorry. A. Okay. Yeah, | called him before | met the FBI | called J ack Goldberger. Q. I guess my question is, at the time you called him did you know that the FBI wanted to Page 140 speak with you? A. Yes. Q. So before you spoke with them you called Mr. Goldberger? A. Yes. Q. Why? A. Because | wanted to see if | have any -| don't know, | didn't have a lawyer on my side, | wanted to see -- | feel like -- | don't know, | needed legal advice and somehow | call him. | should have had my own attorney but, you know, he said it's okay, you know, just speak the truth. Q. Okay. Again, what else do you recall about the conversation that you had? A. With Jack Goldberger? Q. Yes. A. That was very brief conversation, you know, | ask him this and he said tell the truth. Q. Was it by telephone? A. Yes, by phone, | never met him in person. Q. And all you recall him telling you was say the truth? A. Yes. Q. And then you met with the FBI agents? A. Yes. Page 141 In Palm Beach? In Palm Beach. And that was when you were working there? I'm sorry? That was when you were working as a house manager in Palm Beach? A. Yes. Q. Any other lawyers you speak to for Mr. Epstein? A. | contacted him. You contacted Mr. Critton? Yes, Okay. When did you do that? . When | find out that Mr. Epstein was going to be out and | say, well, | don't know if anybody was going to contact me or something. Like | said before, you know, he was probably on my side that | want to know if | need to do something because I'm a witness, very important witness in this case and so | told him exactly what I'm telling you today, and he pay for my gas because my car was -- and that's it. Q. Okay. So you called Mr. Critton, he didn't call you? A. No, | call him. 36 (Pages 138 to 141) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 38 of 69 Page 142 Q. Okay. And this was when you found out that Mr. -A. No, | called Jack Goldberger, I'm sorry, and somebody give me his number. Q. | see. And what prompted you to call him was you Saw that Mr. Epstein was getting out of jail? A. Yes. MR. CRITTON: Him meaning Mr. Goldberger? MR. MERMELSTEIN: Yes. BY MR. MERMELSTEIN: Q. I'll restate the question. When you called Mr. Goldberger it was because you had read that Mr. Epstein was getting out of jail? A. Yes. Q. Why did that prompt you to seek legal advice or legal counsel? A. Because | know -- | don't have money for lawyers right now, |'m unemployed. So the normal thing for me is to say, okay, what I'm supposed to do here, you know, maybe they can refer me to another lawyer or something. Q. Okay. Was this after you received a subpoena for the deposition that you're here on Page 143 today, the first subpoena? A. Before. Q. Before you were subpoenaed? A. Before. Q. I'm trying to understand why did you think that you would be contacted again as a witness because Mr. Epstein was getting out of jail? A. | think you're right. | got the subpoena, yes, yes. Q. Okay. You got the subpoena for the civil deposition? A. Yes, exactly. Q. Which is why we're here today? A. Exactly. Q. And after you received that subpoena you called Mr. Goldberger? Yes. And he referred you to Mr. Critton? Yes, And then you spoke to Mr. Critton? Yes, And what did you say to him, what did he say to you? A. I'm going to subpoena -- | don't have a WOMONAUBRWNFE Page 144 lawyer, what |'m supposed to do here. And he told me the same thing, to tell the truth, you know. It was with his assistant. It was with his assistant? Yes, You didn't speak to him personally? No, we sit down in a room. So you drove up to West Palm Beach? Yeah. . Okay. And you had a sit down meeting with Mr. Critton? A. Yes. Q. About how long did that last? A. Two hours, something like that. Q. Any other lawyers did you speak to about Mr. Epstein? A. No. Q. Any other investigators that you haven't mentioned yet today that you spoke to about Mr. Epstein? A. No. Q. Okay. Any other person employed by Mr. Epstein did you speak to after -A. No. Q. Current or former employees, did you Page 145 speak to anyone else after you left his employ? A. No. Q. You never spoke to Sarah Kellen again? A. No. Q. Did you have a cell phone when you worked for Mr. Epstein? A. Yes, | did. Q. Was that a cell phone provided by Mr. Epstein? A. Yes, Q. What was the phone number on that? A. Area code 561 but | don't remember. Q. What was the -- do you remember the service provider? A. AT&T. Q. That account was in the name of Mr. Epstein? A. Yes. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Other than what you turned over to Mr. Recarey is there any other papers that you kept relating to your employment with Mr. Epstein? A. No. Q. And he never gave anything back to you; 37 (Pages 142 to 145) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 39 of 69 Page 146 correct, that you handed to him? A. I'm sorry, who? Q. Detective Recarey. A. No, sir. Q. Did you ever give any papers to any of the lawyers for Mr. Epstein either Mr. Goldberger or Mr. Critton? A. No. Q. What about the investigators, did you give them any papers or documents? A. No. Q. I'm going to ask you some names of girls who are alleged to have come over to the house, Mr. Epstein's residence in Palm Beach and ask you if you recall these girls or what you recall. H.R.? A. | believe so. MR. CRITTON: THE WITNESS: BY MR. MERMELSTEIN: Q. What do you remember about H.R.? A. She used to come to the house. Q. And did you bring her into the kitchen? A. All the girls | brought into the kitchen, it was the same routine. I'm sorry? | believe so. Page 147 Q. Okay. Was it your understanding she came to give Mr. Epstein a massage? MR. CRITTON: Form. THE WITNESS: | don't know, sir. BY MR. MERMELSTEIN: Did she come with another girl? | don't remember, sir. Did she come often? I'm sorry? Would she come to the house often? Yes. You don't remember whether she came alone, with another girl, or two other girls? MR. CRITTON: Form. THE WITNESS: | don't remember, sir. BY MR. MERMELSTEIN: Q. Did you ever see Mr. Epstein and H.R. together? A. No. Q. You would just escort her into the kitchen? A. Yes, sir. Q. Did you pay H.R.? A. | don't remember, sir. Sir. Probably | did, WOMONAUBRWNFE Page 148 But you don't remember? | don't remember. Why do you say probably you did? Because | was the person in charge of paying and | probably did because if it was not me it was her. Q. Because what? A. If it was not me it was Sarah. Q. If it wasn't you it was Sarah. Okay. But you were paying girls for massages. Correct? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: V., do you recall a girl named V.? No, V.Z.? No. Does that ring a bell at all? No. How about Y.? No, sir. Y.L.? No. M.L.? Q. A. Q. A. Q. A. Q. A. Q. A. Q. Page 149 No. What about F.P.? Who? F.P. No, sir. You don't recall any of those names. You indicated you used the computer in the house? A. Yes. Q. Did he have a server where all the computers are linked? A. We used to Citrix but because there were too many properties we used to have a guy who used to take care of the -Q. Were the computers linked in Florida and New York? A. | believe so, yes. Q. Were there data files on the computers -MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. -- in the house? A. | don't know, sir, because | was using my own computer and they have their own computers inside the house. Q. Okay. So you had your own computer? A. Yes. 38 (Pages 146 to 149) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 40 of 69 Page 150 Q. You had a laptop? A. No, it was desktop. Q. Okay. So you had your own desktop in the staff house? A. Yeah. Exactly. Q. And you don't know what was -- what was the files in that computer versus on the other computers? A. No, sir. Q. Did you ever see any pornography on any of the computers? A. No, sir. Q. Are you sure about that? A. Pornography as in sexual acts, no. Q. Pornography as in naked people, men or women. Yeah, there were some. Okay. And describe to me what that was. They were like models. . And where were those in the computer? | mean, how did you access that? A. They were in the files and some of it in -- you mean which file they were, what was your question? Q. Where were they in the computer? There Page 151 were downloaded files on computer? A. They were downloaded, yes. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. Okay. There were photographs of naked women? A. Models. Q. And why do you say models? A. Because it was like a catalog so you have models, you know. Q. And what was your understanding as a source of these photos? A. | don't know, sir. It was just a curiosity on myself and it was -- it was none of my business but, you know, | just happen to see them there. Q. Did these girls appear very young to you? MR. CRITTON: Form. THE WITNESS: No, sir. They were young but not underage. BY MR. MERMELSTEIN: Q. Is there anything in particular that makes you draw that conclusion? A. Because they are developed, you know. It's hard to say, sir, you know. Page 152 Q. The girls who came to the house for massages, did you ever call a cab to bring any of the girls home? A. Probably on a few occasions. Q. So is it your understanding that they would have arrived by cab as well? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. MERMELSTEIN: Q. And how would that come about, were you given instructions to call a cab by anyone? A. No, | would call the cab, the taxi. Q. How did you know a cab needed to be called? A. Because Sarah would tell me can you get me a taxi. Q. So when the girl was finished what she was doing Sarah would come to you and Say -A. She would call me. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. She would call you? A. Yes. Q. Okay. You would be in the guest house at the time? Page 153 A. Yes. Q. Do you recall having to do that often? A. No, not very often, sir. Q. Did Mr. Epstein keep photograph equipment in the house? A. | don't remember seeing it. Q. Do you recall seeing any video equipment? A. No, sir. Q. Do you recall any video or photograph equipment in the master bedroom? A. No, sir. Q. The models that you saw on the computer, did you recognize any of them as having been at the house? A. No. Q. The girls who stayed at the house, did any of them speak with a foreign accent? A. Yes, Q. Many of them? MR. CRITTON: Form. THE WITNESS: Some of them. BY MR. MERMELSTEIN: Q. Would any of them not speak any English? A. No. Q. They all spoke English? 39 (Pages 150 to 153) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 41 of 69 Page 154 They all -But some of them had accents? Yes. Were they from one place in particular? Europe. Eastern Europe? Could be. MR. CRITTON: Did you say could be, is that what you said? THE WITNESS: Could be. MR. CRITTON: Form. BY MR. MERMELSTEIN: Q. That would be your guess as to where they were from? A. Yes, but I'm not an expert in languages, sir, but they had accent. Q. Do you know how Mr. Epstein came into contact with these girls or became friends with them? A. No, sir. Q. Did you ever talk to any of them about how they met Mr. Epstein? A. No. Q. Did you and the other members of the staff that worked for you, did you ever talk about Page 155 Mr. Epstein? A. Sometimes. Q. What kind of things would you talk about? A. Where do you think these girls are from, what are they doing, you know, are they going to college, Louella used to ask me that, but | mean, beyond that we didn't -Q. By these girls which ones are you referring to? A. The one that were coming in the plane. Q. Plane. You didn't have that kind of -A. Louella was gone by 5:00. Five p.m. she was gone. She would work from eight to five. So most of the early evening | was there by myself. Q. Okay. But the question was, did you ever talk with Louella about the girls who were coming for massages? A. No. Q. And that would have been before 5:00 as well. Right? A. Yeah. Q. So she saw girls coming? A. Yeah, exactly, but we never -- we didn't have a chance because we were busy, you know. But we never had that conversation. Page 156 Q. Okay. But you did speculate with Louella about the girls who stayed at the house and flew in with Mr. Epstein. Correct? MR. CRITTON: Form. THE WITNESS: Sometimes, yes. BY MR. MERMELSTEIN: Q. Were there rumors that either you or her heard about those girls? MR. CRITTON: Form. THE WITNESS: No. BY MR. MERMELSTEIN: Q. Do you remember anything more specific about things Louella may have observed about these girls? No. Anyone else that you spoke to about -No, nobody. Q. Nobody else on the staff you ever spoke to about any of the girls? A. No. MR. MERMELSTEIN: Why don't we break and I'm going to pass the baton. THE VIDEOGRAPHER: We're off the record. (Thereupon, a recess was had.) THE VIDEOGRAPHER: We're back on the Page 157 record tape with number four. EXAMINATION BY MR. EDWARDS: Q. Mr. Rodriguez, my name is Brad Edwards, | represent in these cases E.W. who is -- and I'll tell you right now, C.W., we talked about earlier -(Thereupon, an interruption was had.) MR. CRITTON: We're ready. BY MR. EDWARDS: Q. | represent L.M., who is T.M., I'm going to ask you some questions about her as well, and Jane Doe, S.R. Are those names that you're familiar with? A. Currently, yes. Q. How about T.? A. How do you spell her? Q. (Off the record.) A. Yeah, | remember her. Q. You remember what she looks like? A. If! see her | will remember her. Q. During the six month or so period that you worked there how often would you see T.? A. Okay, to answer the question, when Mr. 40 (Pages 154 to 157) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 42 of 69 Page 158 Epstein was not there obviously the house was shut down. When Mr. Epstein was here probably twice a week. Q. Okay. And going back to C.W., how often would you see her? A. More often. Q. More often then T.? A. Yeah. Q. If you saw T. twice a week then how often would you see C.? | will say three to four times. Per week? Yes. And do you remember S.R. at all? She goes under another name? | wouldn't think so. No, | don't remember her. Okay. And when you would see either T. or C., in what context would you see them; at Jeffrey Epstein's house? A. Yes. C. used to call me. Q. She used to call you directly? A. Yeah, no, well, | used to take the message from her, | clearly remember that, but not S. or -Page 159 Q. T.? A. T. Q. When C. would call you what would she typically say to you? A. | just looking at some of the messages | took, that's exactly what it is, | got females for him. Q. Okay. And when C. herself would come to J effrey Epstein's house, what would she come there to do? MR. CRITTON: Form. THE WITNESS: | assume they were massages. BY MR. EDWARDS: Q. Okay. You thought that C.W. was a masseuse? A. Yes. Q. Okay. You mentioned earlier you have a daughter. Right? A. Yes. Q. And your daughter is 20? A. 20, and! have a 16 year old. Q. C.W. is 21, so back in 2004, 2005, we're talking about a 15 year old girl. Is that you thought that the 15 year old Page 160 girl was at J effrey Epstein's house, just so the record is clear, to give a massage, you thought she was a masseuse? MR. CRITTON: Form. THE WITNESS: It's hard to answer to say yes or no. At that time -- let me put it this way. | saw these girls coming into the house to have a good time. But! didn't know or! was not interested if it was going to be a massage or something else, that was my opinion. Now, they look young but, | mean, | never thought they were underage. BY MR. EDWARDS: Q. Okay. Do you recall C. when she would come to the house she actually had braces when she was visiting Mr. Epstein? MR. CRITTON: Form. THE WITNESS: | don't remember that. BY MR. EDWARDS: Q. Okay. C. when she was coming over the house -- I'm using her for an example because it seems you remember her the best of T., C., and S. Right? A. Yes. Q. It seemed like she was relatively the age Page 161 of your daughter? MR. CRITTON: Form. THE WITNESS: It's hard to say. BY MR. EDWARDS: Q. You wouldn't be shocked to know that she was the age of your daughter though. Right? MR. CRITTON: Form. THE WITNESS: No. BY MR. EDWARDS: Q. Okay. And T. the same, | mean, you wouldn't be surprised if you learned that she was 14, 15, 16 years old going over to J effrey Epstein's house, that doesn't shock you either. Right? MR. CRITTON: Form. THE WITNESS: (Shakes head.) BY MR. EDWARDS: Q. For the record, | just need you to answer out loud. A. No. Q. Okay. You mentioned that you knew that they were coming over, you thought they were coming over to have a -- I'll use your words, to have a good time. What made you believe these girls were 41 (Pages 158 to 161) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 43 of 69 Page 162 coming over to his house to have a good time? And then | think you finished by saying | didn't know if they were doing massages or something else. J ust elaborate on that, what did you mean by that? MR. CRITTON: Form. THE WITNESS: Because they were cheerful, they were happy, like any young girl, you know, they would listen to |-pods, stuff like that. | think they were having a good time. BY MR. EDWARDS: Q. Okay. Other than being cheerful, happy, and listening to |-pods, what else do you remember about them that indicated to you that they were there to have a good time? A. 1 will say that knowing J effrey Epstein everybody that will met him he was -- because he was a reclusive mysterious man, getting to know him that close it was like a matter that you're going to get advance in life as modeling or acting career or something like that. Even so for men that used to go there they will have the probably doing business with him. Girls like that, the girls like including |'m talking about my girls, they like danger, so not danger with him but, | Page 163 mean, that's my opinion, you know, they were having a good time, that's what | can say. Q. And when you said you're talking about your girl, did that mean for that minute you were thinking about your own daughter? A. Yes. Q. And that she would be impressed by somebody like Mr. Epstein? MR. CRITTON: Form. THE WITNESS: Yes, exactly. BY MR. EDWARDS: Q. And somebody -- and that was common of visitors of Mr. Epstein to be impressed by him and hope that he could reward them by modelling or something else? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. And getting to know him as well as you did, did that seem typical of the clientele or guests that would visit his house? MR. CRITTON: Form. THE WITNESS: | would say yes. BY MR. EDWARDS: Q. Okay. And you called him mysterious and WOMONA UBWNFE Page 164 reclusive and obviously you told us about his vast wealth. Right? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. Are those characteristics things that you believe he used to get people over to his house such as these girls, C. and T.? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Okay. And when C. or T. -- and just so that we're not only talking about C. and T., those are two of the girls, but there were also many other girls that were relatively the same age as C. and T. that came over to his house to have a good time. Right? MR. CRITTON: Form. THE WITNESS: Can you rephrase that? BY MR. EDWARDS: Q. Yes. | mean, you told me that T. came over roughly twice a week, and C. came over three to four times a week. In addition to C. and T., | mean, obviously there is other attorneys in this room right now that represent other girls, there Page 165 were many other girls roughly or approximately the same age as you would observe as C. and T. that came to his house frequently to have a good time? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. During the six month period of time that you were there, can you give us your best approximation as to the number of girls that would come to J effrey's house in that age group of C. and T. that were there to have a good time? MR. CRITTON: Form. BY MR. EDWARDS: Q. As you've classified it. MR. CRITTON: Form. THE WITNESS: | would say eight. BY MR. EDWARDS: Q. There is eight that you remember? A. Eight, ten. Q. Could be more, could be less? MR. CRITTON: Form. BY MR. EDWARDS: Q. But that's your best approximation? A. (Shakes head.) Q. Do you have the names of these people 42 (Pages 162 to 165) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 44 of 69 Page 166 written down anywhere? A. No. Q. It's my understanding that C. and T. either came to his house alone to visit with Mr. Epstein or brought other girls in their age group to Mr. Epstein. Were you familiar with that type of recruitment process of girls bringing other girls? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Can you tell me more about what you know about girls bringing other girls that are relatively the same age to come to J effrey Epstein's house and to use your words, have a good time? MR. CRITTON: Form. THE WITNESS: It's hard to know who they knew. But! think that was -- they feel better themselves when they're in a group than going by themselves, but | don't know somebody recruiting. BY MR. EDWARDS: Q. Okay. And you've talked about, at least referred to yourself | believe to the police and Page 167 as well today as a human ATM machine. Right? MR. CRITTON: Form. THE WITNESS: Something like that. supposed to carry cash at all times. BY MR. EDWARDS: Q. One of the primary reasons why you carried cash was to pay the girls in this age group of C. and T. for whatever happened at the house. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. That's a fair statement. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Okay. And when C., let's use her for example, would bring somebody else to the house, did you pay C. as well as whomever she brought to the house, pay them both? A. No, | pay only one person. Q. Okay. My understanding, and tell me if this is wrong or you can corroborate this, is that Mr. Epstein would pay the girl that was actually performing whatever was happening in the room -| was ONOAUBWNEH Page 168 for now we'll call it a massage -- as well as anybody who brought that person over to the house, they would both get paid cash. Are you familiar with that? MR. CRITTON: Form. THE WITNESS: No. BY MR. EDWARDS: Q. IfC. brought another girl over to the house and C. stayed downstairs but this other girl went upstairs with Mr. Epstein, which one would you pay? A. | don't know because | was told who to pay. . And Sarah Kellen always told you? Sarah told me pay so and so. So if we were going to ask anybody else about the exact method in terms of who would get paid and for what, who would the people be? | mean, other than Mr. Epstein who else could we ask these questions? Sarah. Sarah Kellen? Yes. She would know this? Yes. Page 169 . What about Ghislaine Maxwell? MR. CRITTON: Form. THE WITNESS: You're talking about the boss. | don't know. BY MR. EDWARDS: Q. To your knowledge was Ghislaine Maxwell aware of these girls that are in the age group of C. and T. coming to J effrey Epstein's house to have a good time? MR. CRITTON: Form. THE WITNESS: | have to say something. Mrs. Maxwell called me and told me not to ever discuss or contact her again in a threaten way. BY MR. EDWARDS: Q. When was this? A. Right after | left because | call one of the friends for a job and she told me this, but, you know, | feel intimidated and so | want to keep her out. Q. What exactly did she say? First of all, was this a telephone call? A. Yes, she was in New York. Q. She called you on your cell phone? A. Yes. 43 (Pages 166 to 169) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 45 of 69 Page 170 Q. Is this the cell phone that was issued to you by Mr. Epstein? A. No, it was my personal phone. | was already -Gone? Yeah, this is three, four months down the So if you left in -February, March -- it was May or J une. Of 2005? . Yes. . And you got a call from Ghislaine Maxwell out of the blue? A. Yes. Q. And do you know what prompted that telephone call? A. Because | contact somebody in New York to get a job. Q. Who was that person? A. | contact Jean-Luc and | contact Eva, the Swedish girl, she used to be very good friends with Mr. Epstein because she asked me she need somebody in New York. Q. What does Eva do? A. Eva was a model many years ago and he Page 171 married -- Eva is the mother of the girl who was on the wall. Q. Who is on the wall of Mr. Epstein's house? A. Yeah. Q. Allright. There is a younger girl model that's on the wall of Mr. Epstein's house and this lady Eva is her mother? A. Yes. Q. And at some point in time you called her in New York to get a job? A. That's right. Q. And you also called J ean-Luc Bernell? That's his name. Right? A. Jean-Luc, yeah, | don't remember his last name. Q. Does that sound familiar to you, J ean-Luc Bernell? A. Yeah. Q. What did Eva and/or J ean-Luc say about employing you? A. No, they said they're going to find out and obviously the first thing they did was talk to Mrs. Maxwell. Q. She made a telephone call to you and what WOONA UN BRWN FE Page 172 precisely did she say? A. She said | forbid you that you're going to be -- that | will be sorry if | contact any of her friends again. Q. Okay. Other than you will be sorry if you contact any of my friends again did she say anything else about what you know about Mr. Epstein and/or what goes on at his house? A. She said something like don't open your mouth or something like that. But you have to understand, I'm a civil humble, | came as an immigrant to service people, and right now you feel a little -- I'm 55 and I'm afraid. First of all, | don't have a job, but I'm glad this is on tape because | don't want nothing to happen to me. This is the way they treat you, better do this and you shut up and don't talk to nobody and -Q. When you say this is the way they treat, who specifically are you talking about when you say the word they? A. Maxwell. Q. And usually when you say the word they, you're not only talking about one person -A. Wealthy people. Q. Are you also putting Jeffrey Epstein in Page 173 that category? MR. CRITTON: Form. THE WITNESS: | didn't talk to him directly most of the time. BY MR. EDWARDS: Q. What's the reason why if you were his head of security that you wouldn't have more direct contact with him? Why is that? MR. CRITTON: Form. THE WITNESS: He wanted that way, you know, so, yeah, | have to talk to Sarah, Sarah is not available talk to Lesley in New York. He didn't want to be disturbed. BY MR. EDWARDS: Q. Even while you were in the same house with him he still had other people you could talk to directly but he was not one of them? A. Yeah. Q. When you were fired you were not fired directly by him? A. No. Q. It was through somebody else? A. Ms. Maxwell. Q. Okay. But it was for upsetting him for taking the wrong car? 44 (Pages 170 to 173) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFEFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 46 of 69 Page 174 A. Yes. Q. Okay. Ever since this communication that Ms. Maxwell made to you where she called you sometime in May or J une of 2005, and have you felt threatened? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. Have you felt reluctant to come forward and give truthful, honest, and full disclosure of all information that you know about this case? MR. CRITTON: Form. THE WITNESS: | said this off the record but | will say it on the record, being in the Epstein case for me resulted in two years | have -- | won't bring the names but | was in the third interview to get hired as a household manager in Palm Beach and they told me you are the J effrey Epstein guy. Not in the sense | did something wrong because of the scandal, so they shun the job away from me. And so! was afraid that -this is very powerful people and one phone call and you finish, so I'm the little guy. Even I'm wearing a tie I'm a -- I'm talking Page 175 from my heart. This is the way it is. BY MR. EDWARDS: Q. | feel for you, I'm sorry that you have to be in this position. MR. CRITTON: Move to strike this. BY MR. EDWARDS: Q. Well, when you applied for these jobs and they turned you down and gave you the reason that you're the person involved in the J effrey Epstein scandal, was it that they are associated or friends with J effrey Epstein or is it that you have information and you have this confidentiality but you're revealing some certain information that Mr. Epstein would not like? MR. CRITTON: Form. THE WITNESS: Both. BY MR. EDWARDS: Q. Both? A. Both. Q. And since then given what you just told us about these people being very powerful, are you afraid for your life given the fact that you're involved to some extent in this case? MR. CRITTON: Form. THE WITNESS: | just start thinking about ONOAUBWNE Page 176 this. Because | went through -- the first time | went to the deposition | was in Palm Beach and | did my duty, | mean, | tell what | know, but now | know there is more digging, all! want is this to be to get on with my normal life and stuff. BY MR. EDWARDS: Q. So when you come here today to testify, your main objective is to get back to your normal life and get out of the spotlight of this case. Yes? A. Yes. Q. And in doing so have you held back some of the details that you know about that happened in this case to remove yourself from the spotlight? MR. CRITTON: Form. THE WITNESS: No, sir. BY MR. EDWARDS: Q. Okay. Have you ever talked to Ghislaine Maxwell after that telephone call where she called you and you felt threatened? A. No. Q. Okay. So going back to where we started here was, does Ghislaine Maxwell have knowledge of Page 177 the girls that would come over to J effrey Epstein's house that are in roughly the same age group as C. and T. and to have a good time as you put it? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. And what was her involvement and/or knowledge about that? MR. CRITTON: Form. THE WITNESS: She knew what was going on. BY MR. EDWARDS: Q. You referred to her at one point in time as J effrey Epstein's companion. But then later on you said that if she flew she flew on a different airplane and oftentimes or sometimes she slept in a different bed from Mr. Epstein. Did that seem unusual to you? MR. CRITTON: Form. THE WITNESS: It was odd but, | mean, and again, everything is odd in Palm Beach. BY MR. EDWARDS: Q. Okay, | don't mean to laugh. A. Mr. Epstein fly to J et Aviation, she fly to Galaxy Aviation, but they never flew the same 45 (Pages 174 to 177) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 47 of 69 Page 178 plane, | don't know why. And did you ever find out why? No. You never really inquired why? No. That wasn't your job? (Shakes head.) You were just there to do your job? Exactly. Obviously at some point in time you see these girls coming over to Mr. Epstein's house to have a good time and over time you start wondering what is going on with Mr. Epstein and these girls. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. And you understand that Mr. Epstein is a wealthy person that could have the best masseuse in the world come to his house. Yes? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. These were not professional masseuses that were coming to his house to give massages. Page 179 Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. They were not? MR. CRITTON: Form. THE WITNESS: They were not the best but they say they were masseuses. BY MR. EDWARDS: Q. They said that or Sarah Kellen said that? Who is they? Is it Sarah Kellen and J effrey Epstein or is it C. and T. that would come and announce themselves as masseuses? MR. CRITTON: Form. THE WITNESS: We wanted to put the title masseuse. BY MR. EDWARDS: Q. Who is we? A. We the staff and Sarah. Q. Who taught you that these girls that are in T. and C. age group should be referred to as masseuses? Who taught you that title? MR. CRITTON: Form. THE WITNESS: | just heard them, you know. Page 180 BY MR. EDWARDS: Q. Who heard who? A. | heard Sarah going to be coming to give a massage. Q. Okay. When the girls would come in to Mr. Epstein's house, would you be the first one to meet them and greet them or would that be Sarah? A. Me. Q. And if C. came would she normally come alone or with somebody else? A. Sometimes she had a companion sometimes she was by herself. Q. Given C.'s age you never truly believed she was there as a masseuse; did you? MR. CRITTON: Form. THE WITNESS: From the father point of view, no. BY MR. EDWARDS: Q. And that in conjunction with the fact that when she called she gives you messages such as | have girls to bring for Mr. Epstein lead you to believe that there was something more going on then massages at Mr. Epstein's house with these girls? MR. CRITTON: Form. Page 181 THE WITNESS: When | was working | didn't have the time to realize that, but now you're out and you start -- yes, it is more than that. BY MR. EDWARDS: Q. And when C. would come over and she would bring a companion, who would lead them to the area -- | guess it's the upstairs bedroom, who would lead them up there, would it be Sarah or would it be yourself? MR. CRITTON: Form. THE WITNESS: Sarah. BY MR. EDWARDS: Q. Let's say two of them come over, | know that there is numerous times that she is coming three or four times a week for the six month period that you're there, but if it is C. and another companion, and that other companion would usually be roughly her age. Right? MR. CRITTON: Form. THE WITNESS: It was something like that. BY MR. EDWARDS: Q. | mean, there were not people bringing over massage tables to give him a massage, these were girls who were C. and T. age, approximately, 46 (Pages 178 to 181) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 48 of 69 Page 182 all of them? MR. CRITTON: Form. THE WITNESS: They were not carrying massage tables, no. BY MR. EDWARDS: Q. So when C. and a friend would be lead upstairs would they go into the room with Mr. Epstein together? A. | was not there. Q. Allright. So that's when you exited to the other house? A. | escorted them to the kitchen and they went through the stairwell upstairs. Q. Allright. Sometimes you went in after the massages to clean up the room. Is that right? A. Right, when Mr. Epstein go out of the house. Q. After he was out of the house? A. Yes. Q. What other indications besides their age, what other indications were there that there was something more than a massage going on in the room? MR. CRITTON: Form. | don't know. THE WITNESS: Page 183 BY MR. EDWARDS: Q. Just your fatherly instinct told you that; is that it? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. And when T. would come over would she normally bring others with her? A. Usually they came in couples, but sometimes | wouldn't say never happened but probably they were by themselves. Q. Okay. But your feeling was when they came in groups was because they felt more comfortable in a group? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. Were you ever aware or am | the first to tell you that Mr. Epstein would offer them money for their services in the bedroom as well as money for every single girl that they brought him? Am | the first to tell you that? MR. CRITTON: Form. THE WITNESS: No, | didn't know that. BY MR. EDWARDS: WOMONAUBWNFE Page 184 Q. You didn't? A. No. Q. I'm going to go to the police report that we have that mentions your name in it in several places. All right. | think the first time that we find your name is page 50 at the bottom. This is not a transcript of any statement that you gave so | want to read some of it and you tell me is this accurate or does it accurately reflect what you told Detective Recarey. Okay. A. Okay. MR. CRITTON: Just object to the procedure. | think that's improper, if you're trying to accredit him it's improper, if you're trying to impeach him it's improper. But go, do what you want. MR. EDWARDS: | said it's not a statement. Do you want to give me the statement? BY MR. EDWARDS: Q. Mr. Rodriguez stated he had worked with Epstein for approximately six months after the previous houseman left. Correct? MR. CRITTON: Form. THE WITNESS: Yes. Page 185 BY MR. EDWARDS: Q. He stated that it was his responsibility to keep the identity of the masseuses private. A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. And is that something that you told Mr. -- Detective Recarey that it was your responsibility to keep the identity of the masseuses private? A. That was part of my job. Q. Who delegated that particular responsibility, is that Sarah Kellen or J effrey Epstein? A. Sarah Kellen. Q. What specifically did she tell you about keeping the identity of the masseuses private? A. Everything in the house was confidential. And we didn't -- several times, you know, whatever was going on in the house Sarah told me, you know you're not suppose to say this, we know because | signed 27 pages of confidentiality agreement. Q. The confidentiality agreement that you referred to earlier was 27 pages long? A. Yes, something like that. 47 (Pages 182 to 185) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 49 of 69 Page 186 Q. You've worked for other people in a similar fashion in terms of being a housekeeper. Right? A. Yes. Q. And with each of those people did you have to sign a confidentiality agreement? A. No. Q. That's something that only applied to your position with J effrey Epstein? A. Yes. Q. Who did you work for? I'm going to come back to this. Who did you work for just prior to Mr. Epstein? A. Mr. Arturo Torres in Fisher Island. MR. EDWARDS: Do you need a spelling? THE WITNESS: T-O-R-R-E-S. BY MR. EDWARDS: Q. Okay. Did you have to sign a confidentiality agreement with him? No. Were your duties fairly similar? Same thing. Manage the house? Yes, sir. This is another wealthy person that Page 187 needed someone to manage the house? Yes. And how long did you work for him? Four years and two different occasions. One in Fisher Island? One in Fisher Island, the other one in his ranch i in Texas. Q. Why did you leave him and start with Mr. Epstein? A. His health declined and he didn't need anybody like me so he moved back to Spain, he came once in awhile, | used to take care of his car, and then finally he passed away two years ago. Q. After you were relieved of your duties with Mr. Epstein where is the next place where you were employed? A. | worked for Sidney Goldman, a gentleman in Fort Lauderdale, a wealthy individual also, he was in his 80's, and | did some functions. Q. Okay. How long did you work for him? A. Probably six months. Q. And why did you stop there? A. Because he also 83 or 84 at the time and they start reducing staff. He used to go out, he didn't need a chauffeur so they slash one of my Page 188 duties and then | started work for Mrs. Hammond. Q. And where was that? A. In Palm Beach. Q. How long did you work there? A. For Mrs. Hammond on and off for two or three years. Q. In any of those other places did any of the people that you worked for ever get massages at their house? A. Yes, Q. Which of those people? A. Mrs. Hammond. Q. And who would usually give the massages at her house? A. She would call somebody from West Palm Beach. Q. And did you see the masseuse that would show up? Yes. Male or female? Female. And what age group was that masseuse? Actually she was older, 40's. Did she bring a massage table or was there one in the house? Page 189 There was one in the house. There was one? Yeah. And what about that person told you that that i is a legitimate masseuse when they showed up at Ms. Hammond's house? MR. CRITTON: Form. THE WITNESS: Nothing, just maybe Ms. Hammond tried it the first time and she liked it, you know, nothing indicated to me, | didn't see her license or anything. BY MR. EDWARDS: Q. Was this specific responsibility that we're talking about your responsibility to keep the identity of the masseuses private, was that something that Sarah Kellen told you more than once after you signed the confidentiality agreement? A. | believe so. Q. And why would that subject matter come up to where she would need to reiterate that? MR. CRITTON: Form. THE WITNESS: Maybe for directions from the boss. MR. CRITTON: Move to strike a guess. 48 (Pages 186 to 189) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 50 of 69 Page 190 BY MR. EDWARDS: Q. When you were at his house, | think you said earlier that he would get one or two massages everyday he was there. Is that right? A. Yes. Q. And each of the massages, just so we're clear, that you're talking about are given by the girls that are in the age group of C. and T. that were at his house to have fun. Right? MR. CRITTON: Form. THE WITNESS: | didn't know who was giving the massages but obviously the massages was going on. But! don't know how to answer your question. | don't know if these girls giving the massage itself. BY MR. EDWARDS: Q. No, no, no. You're misunderstanding my question, or I'm just not communicating well with you. I'm not saying there was a massage or not a massage going on. I'm saying that you were taught to label these girls as masseuses. Right? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Page 191 Q. And when we're talking about these girls, we are talking about the group of girls that would come to his house that are roughly in the age group of C. and T. Right? MR. CRITTON: Form. THE WITNESS: More or less. BY MR. EDWARDS: Q. We're not talking about some professional massage service that would show up at his house to give a massage, that's not what we're talking about. Right? MR. CRITTON: Form. THE WITNESS: It's hard to say. It's hard to say because there are young masseuses too. It's hard to say. BY MR. EDWARDS: Q. Well, you testified that some of them would show up in taxicabs. Right? A. Yeah. Q. That's a little odd for a masseuse. Right? MR. CRITTON: Form. THE WITNESS: (Shakes head.) BY MR. EDWARDS: Q. | mean, that's one indication that this ONAUBWNEH Page 192 is not a professional masseuse that's showing up at his house, they're showing up in a taxicab. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. So that's something else that you as somebody who has common sense had told you that these are young girls that are at his house to have fun and that has very little, if anything, to do with a massage. MR. CRITTON: Form. BY MR. EDWARDS: Q. Right? MR. CRITTON: Form, argumentative. THE WITNESS: In fairness it's hard to say. BY MR. EDWARDS: Q. What was going on behind closed doors? A. Exactly. Q. Why earlier did you say you had the feeling that there was something more going on than a masseuse? A. In terms of fun. You don't know if it's -- | have to say this. Some of this lawsuit is Page 193 because forceful violation or something of a girl, | mean a rape. Okay. So it's hard to say if it was nothing except having fun. MR. CRITTON: Let me put an objection in, move to strike, I'm not sure what that was responsive to. BY MR. EDWARDS: Q. We're talking about a time period when Mr. Epstein is 50 years old plus, and we're talking about these girls coming over to his house that are 14, 15, or 16 years old, and you're categorization is they're just there to have fun. Right? MR. CRITTON: Form. THE WITNESS: Is that what you asked me? BY MR. EDWARDS: Q. Yes. A. Yes, Q. Okay. And that in your mind was okay or that was strange or that was it's none of my business? MR. CRITTON: Form. THE WITNESS: | have to say yes or no or | have to give my opinion on that? BY MR. EDWARDS: 49 (Pages 190 to 193) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 51 of 69 Page 194 Q. Sure, go ahead and answer however you want. MR. CRITTON: Form. THE WITNESS: | don't think it was right. BY MR. EDWARDS: Q. Did you ever voice that opinion that you didn't think that it was right that these young girls were over behind closed doors upstairs with Mr. Epstein in his bedroom? MR. CRITTON: Form. THE WITNESS: | been asked that question before. BY MR. EDWARDS: Q. Excuse me? A. | been asked that question before. Q. By whom? A. Palm Beach Police Department. Q. Did you give the same answer that you did not think it was right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. And what about it to you aside from the fact that you had a daughter roughly the same age, what besides that told you that it wasn't right? Page 195 MR. CRITTON: Form. THE WITNESS: Ask me your question again. BY MR. EDWARDS: Q. My question is, why is it your opinion that it wasn't right for these young girls to be up in Mr. Epstein's -A. It wasn't. MR. CRITTON: Form. BY MR. EDWARDS: Q. It wasn't right? A. It wasn't. Q. And why not? MR. CRITTON: Form. THE WITNESS: Because I'm a father, | have two daughters. BY MR. EDWARDS: Q. And given Mr. Epstein's wealth and power and influence, is that something that you as a father could have seen your daughters doing at that age? MR. CRITTON: Form. THE WITNESS: | don't think that my daughters would be doing that. BY MR. EDWARDS: Q. You would hope not. Page 196 A. No, exactly. MR. CRITTON: Form. BY MR. EDWARDS: Q. | think that the next time you're mentioned in the report, | believe it's page 70. MS. EZELL: Off the record briefly. (Thereupon, a discussion was had off the record.) BY MR. EDWARDS: Q. Page 64. It says, Alfredo Rodriguez resides in Miami had eluded, meaning you were trying to evade or avoid service of process servers previously and was not served the investigative subpoena. This is an investigator saying you just weren't home or something. Right? A. But! never elude anybody. Q. You never intentionally tried to avoid the police officers? A. No, no, never. Q. Okay. MR. CRITTON: So much for the police report. BY MR. EDWARDS: Q. Allright. The bottom of page 70 says, | Page 197 brought Mr. Rodriguez to the interview room. Were you taken to an interview room, to a room in the police department? A. This was in the District Attorney's Office. Q. Oh, it was at the State Attorney's Office? A. Yes. Q. Okay. Was a State Attorney there as well? A. Yes, Mrs. Weiss. Q. Daliah Weiss? A. Young lady, Weiss. D-E-I-S-S. Q. Okay. | have D-A-L-Il-A-H, Daliah Weiss, W-E-I-S-S. Yes, That's her? Yeah. Okay. Did she ask you any questions? Both of them. Okay. So it was both -- if there is a -| think you said earlier there is a taped statement, there is a tape of this? A. Yes. Q. If we listen to that tape if we ever get 50 (Pages 194 to 197) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 52 of 69 Page 198 that tape it's going to be Assistant Attorney Weiss and Detective Recarey asking questions? A. Yes. Q. Itsays, during the sworn taped statement Mr. Rodriguez stated he was employed by J effrey Epstein for approximately six months. | think we already talked about that. I'm skipping ahead a little bit. |f Rodriguez needed to relay a message to Epstein he would have to notify Epstein's secretary Lesley in New York who would then notify Epstein's personal assistant Sarah who would relay the message to Epstein. A. Yeah. MR. CRITTON: Form. BY MR. EDWARDS: Q. That's pretty much the process you described? A. Yes, it was normal procedure. Q. Rodriguez stated Epstein did not want to see or hear the staff when he was in the residence? MR. CRITTON: Form. THE WITNESS: That's correct. BY MR. EDWARDS: Page 199 Q. That's something you agree with? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. Rodriguez advised Mr. Epstein had many guests. In addition to the girls who are roughly C. and T. age who had come to the house to have a good time, who were some of the other guests that you know of, if you know their name? MR. CRITTON: Form. THE WITNESS: | mentioned Alan Dershowitz. BY MR. EDWARDS: Q. That's a lawyer from Harvard? A. Yes. The magician, David Copperfield, some other lawyers from New York, you know. There were some other guests. Q. And how frequently would these other guests come over? A. Once a month, something like that. Q. Okay. So if it's only once a month and you were only there six months you're saying you only saw six guests come over in addition to -A. They have people, you know, they have WOONA UN BWNFE Page 200 friends, | will say, yeah. Q. Then you mentioned that you typed into Google, | guess you Googled Prince Andrew and Bill Clinton. Why would you pick those names, were they associated with Mr. Epstein? A. Yes. Q. And what is your understanding as to how Prince Andrew is associated with J effrey Epstein? A. Because there were pictures with him together. . Inthe house? Yes. Many pictures or are we talking about one? A. Many pictures. Q. Were these pictures that looked that appeared to be at social events, at Mr. Epstein's house or where? A. Mrs. Maxwell took him to England to introduce him to the royalty. Q. Is it's your understanding that Ghislaine Maxwell knew Prince Andrew and introduced -A. Yes. Q. Is it also your understanding that at some point in time Ghislaine dated or had a Page 201 romantic relationship with Prince Andrew? MR. CRITTON: Form. THE WITNESS: | don't know that. BY MR. EDWARDS: Q. Do you know around what time period it was that Mr. Epstein was introduced to Prince Andrew? 2003, | believe. How do you know that? I've heard dates. From people in the Epstein group? Yes, Okay. MR. CRITTON: Let me note my objection, move to strike, it's based on -- his testimony is based on hearsay. BY MR. EDWARDS: Q. During the six month period of time when you worked directly for Mr. Epstein, how often did Mr. Epstein get together with or hangout with Prince Andrew; if you know? A. | didn't see him once. Q. You never saw Prince Andrew at the house? A. No, no, he called. Q. I'm sorry, how often would he call? 1 (Pages 198 to 201) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 53 of 69 Page 202 A. | will say once a week we used to get a call from him. Q. Did you ever hear or did you ever know of Prince Andrew being involved with any of the same girls that J effrey Epstein was involved? A. No. Q. Allright. Same question with Bill Clinton, were you ever aware of him being involved with any girls? A. No. Q. And David Copperfield? A. No. Q. What would he do when he was in town? A. He came to the house, played tricks and he leave. Q. Did you watch? A. Yeah. Cards and -Q. That's nice, you get an up close and personal show from David Copperfield. How often would David Copperfield and Jeffrey Epstein talk? A. When | was there he was maybe two or three times in the house. Q. Besides those guests have you pretty much listed the guests that you were aware of? Page 203 A. Mr. Dershowitz was there, | took him two or three times to the airport. And like I say, lawyers from New York, business matters. Q. Okay. And Donald Trump, did you ever see him at the house? A. No, he used to call. Q. Is it your understanding that -- or through your knowledge do you know if Donald Trump owned or runs the Mara Lago Club? Yes. Did Mr. Epstein go to the Mara Lago Club? No. . Why not? MR. CRITTON: Form. THE WITNESS: He's a very private person. BY MR. EDWARDS: Q. So it's your understanding that Mr. Epstein didn't go to the Mara Lago Club just because he's private? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Are you aware, has he ever been there? A. That! don't know. Q. Do you know if he's a member? Page 204 A. Probably is. MR. CRITTON: Form, move to strike, it's a guess, speculation. BY MR. EDWARDS: Q. When you say he probably is, what are you basing that on? A. Because he belongs to all the clubs in Palm Beach. Q. Okay. But you don't have a list of all of the clubs that he belongs to? | used to. And on that list -| don't remember, you know. Okay. Do you know where that list is? Probably it's in the house. Skipping down on page 71 of the report to the third paragraph, Rodriguez stated once the masseuses would arrive, he would allow them entry into the kitchen area and offer them something to eat or drink. Do you agree with that? A. Yes, MR. CRITTON: Form. BY MR. EDWARDS: Q. They would then be encountered by Sarah or Epstein. Page 205 MR. CRITTON: Form. THE WITNESS: (Shakes head.) BY MR. EDWARDS: Q. Yes? A. (Shakes head.) Q. They would then be taken upstairs to provide a massage. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Again, you don't know what happened behind closed doors? A. No. Q. But you were told to refer to these girls as masseuses? A. Yes. Q. Aside from being told that, you have absolutely no idea what went on up there? A. No. Q. Allright. | asked Rodriguez any of the masseuses appeared to be young in age, he advised he didn't ask their ages but felt they were very young. A. Early 20's, you know. They're all very young, but | mean, it's hard to say who's underage 52 (Pages 202 to 205) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 54 of 69 Page 206 now, you know. It's a fine line, you know. Q. Okay. You didn't ask their ages? A. No. Q. And these are the masseuses where you were told to keep their identities private anyway? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Rodriguez stated they would eat tons of cereal and drink milk all the time. Is that true? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. So the masseuses would come over and either before or after going up to Mr. Epstein's bedroom they would go to the kitchen and eat cereal and milk? And ice cream. That's what the kids would eat? (Shakes head.) Yes? . Yes. MR. CRITTON: Let me object to the form of the last question. BY MR. EDWARDS: Page 207 Q. Rodriguez stated the girls that would come appeared to be too young to be masseuses. Is that something you agree with? MR. CRITTON: Form. THE WITNESS: Some of them, you know. BY MR. EDWARDS: Q. Especially when we're talking about C. and T, those girls, they appeared to be too young to be masseuses. Right? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. He stated one time under Epstein's direction he delivered a dozen roses to Royal Palm Beach High School for one of the girls that came to provide a massage. And that is the -- that is the girl that we talked about earlier, A.? A. Yes. Q. Okay. And that's a girl who also came over to Mr. Epstein's house and was one of the girls who was up in the bedroom privately with Mr. Epstein at times. Right? A. | never see them upstairs. MR. CRITTON: Form. Page 208 THE WITNESS: But he was in the house. BY MR. EDWARDS: Q. Okay. You don't know why she was there? A. Honestly the truth, you know, | cannot say, they all came for the same motive but -Q. To have fun? A. To have fun. MR. CRITTON: Form. BY MR. EDWARDS: Q. Okay. Let me try to figure this out then. They all came over in your mind to have fun. Did you ever see any contact between Epstein, Mr. Epstein, and any of these girls other than whatever contact he was having with them in the bedroom? MR. CRITTON: Form. THE WITNESS: No, no. BY MR. EDWARDS: Q. Okay. So when you say they came over to have fun, you're talking about whatever fun was going on behind closed doors in the bedroom? MR. CRITTON: Form. THE WITNESS: They go to the pool during the daytime. Page 209 BY MR. EDWARDS: Q. Without Mr. Epstein? A. With Mr. Epstein. Q. He would go with them? A. (Shakes head.) Q. Do you ever remember C. or T. or A. going to the pool with Mr. Epstein? A. The pool was used everyday, so probably they were there, but | cannot -- | cannot say yes, | saw her, you know. Q. So you know that some of these girls who were -- who you labelled as masseuses that were very young in age came over to the house and they oftentimes used the swimming pool area but you can't say that any of those girls were C. or T. or A.? MR. CRITTON: Form. THE WITNESS: No, because when they were at the pool it was off limits for any of the staff. BY MR. EDWARDS: Q. Why is that? Is that in the rule book? A. No, because they were naked. Louella told me to leave them alone, so until they leave the area we couldn't go, so we couldn't -- | 53 (Pages 206 to 209) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OMONA UNBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 55 of 69 Page 210 didn't see nothing, you know. Q. How do you know they were naked? A. Because Louella told me one time. MR. CRITTON: Move to strike, predicate with regard to his last testimony. BY MR. EDWARDS: Q. How do you know that the young girls that would come over that were labelled as masseuses were naked in the swimming pool area? MR. CRITTON: Form. THE WITNESS: How do! know, because Louella spot them or one other time the girl who takes care of the pool say, Alfredo, I'll come back tomorrow because they are playing around here and doing this, | mean, naked. BY MR. EDWARDS: Q. Just naked or doing something more? A. No, naked, naked. Q. And who was the girl who takes care of the pool? A. | forgot, | don't remember. Q. Well, there was a point in time where | sent interrogatories which are questions under oath to Mr. Epstein in this case and | asked Page 211 specifically what is the current name, address, and telephone number of each person that resided or worked within the home located at 358 EI Brillo Way, West Palm Beach, between 2001 to the present. The answer was -- and just so the record is very clear in terms of what the answer was talking about, plaintiff's complaint alleges a time period of approximately August 2002 and continuing until approximately September 2005, so the answer is within that time period of 2002 and 2005. I'm going to list -- I'm going to tell you all the names that were provided to me and you tell me if any of these people is that person that we're talking about who maintained the pool. Okay? No. Ryan Dionne? No. David Mullen? No. Brent Tindall? No. Mark Tafoya? (Shakes head.) POPOrPOPO> Page 212 Q. Do you know any of these people that I'm telling you? A. | don't remember. Q. Okay. A. She's a female, what I'm talking about, the pool taker. Q. Okay. Janusz Banasiak? Could be. | believe that that's a male but I'm not . | don't remember. Q. It lists house manager, | don't know that that would be somebody you'd categorize as a house manager but -What's the name? J anusz Banasiak? (Shakes head.) Michael and Rosalie Friedman? Yes, Michael Friedman was before me. Okay. Is Rosalie Friedman the lady that you're referring to that cleaned the pool? A. No. Q. Louella Rabuyo? A. Louella is still there, | hired her, the housekeeper. Page 213 Q. Is that somebody who would provide information as to what was going on in this house? A. Could be. Q. Is that somebody who would also have had to sign this confidentiality agreement? A. Yes, Q. And in addition to you signing this confidentiality agreement is that an agreement that you know all of the staff working with Jeffrey Epstein had to sign? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. So anybody that was hired and worked at this house has had to sign this confidentiality agreement? A. Yes. Q. And are you aware of anybody other than Mr. Epstein having access to this confidentiality agreement? A. Ghislaine Maxwell. Q. Ghislaine Maxwell. Okay. Alfredo Rodriguez, you made the list. Michael Liffman? A. Michael, yeah, | think he was before Friedman. 54 (Pages 210 to 213) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OMONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 56 of 69 Page 214 Q. Okay. Adriana Ross? A. There were two house managers in one year prior to me. Q. Do you know what Adriana Ross's position was at the house? A. No. Q. There is only a few more names. Brahakmana Mellawa and -- | can't even pronounce it. Mr. and Mrs. Mellawa? A. Yeah, they are from Bangladesh, they were the couple taking care -Q. That's the couple you referred to earlier from Bangladesh? A. Yes. Q. And Sarah Kellen. And Juan and Maria Alessi? A. Joe Alessi. Q. Do you still speak to any of those people? A. No. When! was there there was some mail that arrive so | contact them and say | have some mail, but other than that, no. Q. Okay. Do you know how to get in touch with any of these people? A. They're in the area. Joe Alessi has Page 215 apartments there. Q. The lady that you're referring to that at some point in time saw these kids naked by the pool -A. Louella. MR. CRITTON: Form. BY MR. EDWARDS: Q. But was there another girl who was in charge of cleaning the pool? A. No, no, the pool lady was a contractor from outside, she used to park the truck outside, and when she see that they're there she will tell me, Alfredo, I'll come back tomorrow because -Q. Were you familiar with another husband and wife that worked there, Patrick and Eve? A. Yeah, | believe so, Patrick, yeah. Q. And did he work there the same time you worked there? A. No, before me. Q. And do you know why they left? A. | think everybody quit because of the hectic schedule, you know, to be honest with you, but | don't know. Q. Allright. But of the names that | listed is there anybody else that you remember Page 216 that worked for Mr. Epstein or at that house? A. Jerome the gardener. Q. Okay. A. Jerome Pierre and the staff from New York. Once in awhile, Doug Shadow, he was the architect who used to come in in charge of renovation. Q. What about Nicole Hess? A. No. Q. You don't know who that is. All right. The exhibit that | believe is number one right now which is this message pad, there are numerous messages that have your initials, AR. But there are also messages that are on the same pad which -MR. CRITTON: What date are you looking at? BY MR. EDWARDS: Q. The very last day of this compilation 1/30/05 and 2/2/05. A. These three are not my writing. Q. That's what | was going to ask you. This is a message pad that was in the house. Right? A. Inthe house, yes. Q. So you would think that the person that Page 217 made that signature whoever that person is was also in the house. Right? A. Yes. Q. Who possibly would that be with the J., it's just aJ.? A. | don't know. Q. When you sat down today | remember you making a statement that something to the effect of, and I'm going to paraphrase, can you believe that they pulled these message pads out of the trash. Do you remember saying that? A. Yes. Q. How did you learn that they pulled the message pads from the trash? A. Because it was in the Palm Beach Daily News, Q. You read it in the paper? A. Yes. Q. So in addition to Googling the various people that were friends of Mr. Epstein you've kept up with what's going on in the investigation? A. Yeah, because it was my job so I'm working next door to this other lady and | want to know, it was in the news, you know, it's like a -MR. EDWARDS: All right. | have a lot to 55 (Pages 214 to 217) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 57 of 69 Page 218 go but we can take a break. THE VIDEOGRAPHER: We're off the record. (Thereupon, a recess was had.) THE VIDEOGRAPHER: We're back on the record, tape number five. BY MR. EDWARDS: Q. | stopped with knew the girls -- sorry. | stopped with the sentence in the police report, page 71, he delivered a dozen roses to Royal Palm Beach High School. And that's something you told us about earlier. Right? A. Yes. Q. Then it says, he knew the girls were still in high school and were of high school age. Speaking of the girls who were coming over labelled as masseuses, is that something -(Thereupon, an interruption was had.) BY MR. EDWARDS: Q. The statement is, he knew the girls were still in high school and were of high school age. That's something you agree with? MR. CRITTON: Form, out of context. THE WITNESS: | saw them in high school. BY MR. EDWARDS: Page 219 Q. The girls that we were talking about, and I'm talking about C. and T. specifically, but these are girls that looked of high school age to you. MR. CRITTON: Form. THE WITNESS: It's hard to say. BY MR. EDWARDS: Q. That wouldn't shock you though? MR. CRITTON: Form. THE WITNESS: No. BY MR. EDWARDS: Q. Doesn't surprise you? A. No. MR. CRITTON: Form. BY MR. EDWARDS: Q. | asked Rodriguez about the massages, he felt there was a lot more going on than just massages. Is that something you told him? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Do you know if it was a feeling that -well, let me ask you this way. Did you ever talk about that feeling that OONA UN BWNFE Page 220 there was more going on than just massages with anybody else that worked at the house? A. No. Q. Did you talk about that with anybody else? A. No, nothing. This is the first time that | said this openly because | was subpoenaed and there were these things, you know. Q. Right. And right now is the second time you Said it openly because you're subpoenaed again? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. Otherwise you have not expressed those feelings to anybody else? A. No. Q. What about when you spoke with Mr. Epstein's attorneys or investigators, did you talk to them about that? A. No. Q. And why did you choose not to tell them that you felt there were more -- that there was more going on in the bedroom with these young girls than just massages? Page 221 MR. CRITTON: Form. THE WITNESS: The only reason | contacted the attorneys was to see what's my position because | didn't have money to go to an attorney myself. BY MR. EDWARDS: Q. Why would you feel like you may need an attorney though if you didn't do anything wrong? A. | didn't need an attorney. Q. You were just frightened by the process? A. The process and the people who was involved in this. Q. The people involved meaning Ghislaine Maxwell and J effrey Epstein? MR. CRITTON: Form. BY MR. EDWARDS: Q. I'll ask you, which people are you talking about? A. Ghislaine Maxwell. Q. And were you still frightened because of the threat that she -A. | don't think so now, you know, I'm protected because I'm doing this publicly. Q. Okay. Well, going back to my other question about why didn't you reveal to Mr. 56 (Pages 218 to 221) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 58 of 69 Page 222 Epstein's investigators that you felt there was more going on in the bedroom than just massages? MR. CRITTON: Form. THE WITNESS: Because they were more interested in how much | know, they didn't ask me anything else, and | told them exactly what | knew and what | was doing. BY MR. EDWARDS: Q. Okay. You were asked by Mr. Mermelstein when he was asking you about the meeting with Mr. Epstein's investigators he said, did they make any threat or did they threaten you, and you paused and said | don't believe so. A. Yeah, | think they didn't tell me anything that | will feel -- they told me that they want to know what | know and if | need an attorney. Q. Okay. Did you find that strange at all that they offered you an attorney? A. | went to have dinner at my house and | told this to my wife and she told me, Alfredo, you don't need an attorney, so | called him the next day and that was it. Q. You called the investigators? A. Yes. | declined, | don't need an Page 223 attorney. Q. If we want to know the exact names of the investigators that you met at Don Shula's and at your house, how would we get that information, do you have it somewhere? A. Probably | have it in the house. Q. So if we do have to come back here and finish this up, the next time would you be able to bring that? A. | think so. Q. Okay. Do you know where in your house that you have it, | mean, have you kept it in a certain place? A. | have to look. Q. Allright. After the sentence that we left off it says, he, speaking of Mr. Rodriguez, would clean Mr. Epstein's bedroom after the alleged massages and would discover massagers slash vibrators and sex toys scattered on the floor. Can you tell us what types of sex toys that you found scattered on the floor after the massages with these young girls? MR. CRITTON: Form. THE WITNESS: Like! explain, there was a Page 224 massage with a handle with two rubber things that you can do massage yourself, this was always on the floor, maybe one or two. BY MR. EDWARDS: Q. Okay. When you say this is always on the floor, do you mean 24 hours a day it's on the floor? A. No, no, no, after each massage. Because | assume the masseuses or anybody they were doing, they were taken out of the closet wherever they belong and they would leave there. So Louella and myself, we always find this on the floor. Q. And this is a massager that belongs to or is owned by Mr. Epstein? A. Yes. Q. This isn't something that these girls would bring over to the house? A. No, no, it's in the house, it's part of the inventory. Q. And that statement is a few statements after you felt that there was a lot more going on than just massages, is there something about that object being left on the ground and the type of object that it was that also lead you to believe that there is something more going on here than Page 225 just massages? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. What about it, just tell us? MR. CRITTON: Form. THE WITNESS: | thought they were having a good time, | never thought it was something done against anybody's will, but of course, you know that it's more than massage. BY MR. EDWARDS: Q. Right, I'm just asking you to explain how you know that. MR. CRITTON: Let me just move to strike his last answer as speculation. Form as to your statement. THE WITNESS: You're 50 years old and it's -- you're an old -- you know, it's just instinct. MR. CRITTON: Move to strike. BY MR. EDWARDS: Q. It was obvious to you? A. Yes. MR. CRITTON: Form. 57 (Pages 222 to 225) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOMONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 59 of 69 Page 226 BY MR. EDWARDS: Q. He also said he would wipe down the vibrators and sex toys and put them away in the armoire. MR. CRITTON: Form. THE WITNESS: These things have a tip, they have the cream, they have all kinds of cream for giving massage. BY MR. EDWARDS: Q. How many of these massagers or vibrators would you wipe down? MR. CRITTON: Form. THE WITNESS: This big one all the time. BY MR. EDWARDS: Q. Right. Other than the big one all the time did you wipe down at any time any of the other sex toys or vibrators? A. No. MR. CRITTON: Form. BY MR. EDWARDS: Q. So if there were any other sex toys or vibrators or | believe you used the term dildo earlier that were ever used, those are items that you did not find on the floor and were put away in the armoire? Page 227 MR. CRITTON: Form. THE WITNESS: Louella told me | did this, | did that. BY MR. EDWARDS: Q. So tell us what did Louella tell you? A. She find toys on the floors, she have to clean them. Q. Did she tell you when she found the toys on the floor? A. After his massages, you know. Q. With the young girls that we're talking about? A. Yes. Q. Okay. And when did Louella tell you that? A. Almost every other time when she found it, you know, Alfredo | found this thing again because she despised to clean this, she had to put the gloves or whatever. Q. Okay. So it sounds like you had an actual conversation about this where she's describing she doesn't want to clean it. A. Because | told her to tell me up to date on things that are not normal, so she told me, you know, | found this, | found that, or some Page 228 underwear she brought it to the laundry and we used to label it. Q. Just so that the record is clear as to what we're talking about with this and that, | want you to tell us what Louella would tell you specifically, | found this and then would she show you what it was? A. No, she didn't show me, she said | cleaned this and | put it away, it was a vibrator. Q. Did she describe the vibrator for you so that you knew which one she was talking about? A. The vibrator that a female would use for personal use. Q. Not the same long one that you've been describing? A. No. Q. One that is a penis shaped vibrator. MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. That's what she was talking about? A. Yes, Q. And did she tell you on how many occasions after these -A. Several times. Page 229 Q. And can you explain to us why it is that -- and maybe it's just | don't understand the process of cleaning the room who went in first and second and whatever, but my question is why is it that she would always be the one to encounter the penis shaped vibrators and you would encounter this other longer vibrator? MR. CRITTON: Form. THE WITNESS: Because it was her job to clean the room. When she was busy she will ask me, Alfredo, can you help me carry, | have a lot of towels, because there were mountains because being an older woman | help her carry to the -- and put the towels downstairs, take it to the laundry. But she told me | found these things, | clean it, | put it in that armoire, they're over there. So she will give me -- we used to communicate all those little details, but it was her job to be in the room first. BY MR. EDWARDS: Q. And what did she say about liking or disliking the fact that she had to clean these vibrators? A. She didn't like to clean those. 58 (Pages 226 to 229) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 60 of 69 Page 230 Q. Did she tell you why? A. Because, you know, she knew what they were for and probably she despised to clean objects. Q. Did she ever make any comments about how young the girls were that were in the room with Mr. Epstein just before she had to go in and clean these vibrators? MR. CRITTON: Form. THE WITNESS: No. BY MR. EDWARDS: Q. Is the age of the girls that were coming over and going behind closed doors with Mr. Epstein a subject that ever came up between you and Louella? A. Sometimes. Q. And what would the conversation consist of? A. She will be surprised and say some of the girls are too young, and | said -- we just wonder, you know, but we comment each other. Q. Did it ever -- as a father did it ever occur to you that maybe | should say something or | shouldn't be here or | shouldn't be apart of this considering how young they are and how old he Page 231 is? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Is that something that on more than one occasion you thought to yourself this is just wrong? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. And did you ever have a conversation with Louella about the fact that that's not right? A. We had. Q. And Louella stayed there and she's still employed there? A. | believe she was. Q. And did she ever mention to you that she thought that the situation was wrong and that she was contemplating -A. She was a deeply religious -MR. CRITTON: Form to the last question. THE WITNESS: -- Catholic Filipino girl -- lady, and one day she came crying because she found a picture of the Pope next to naked girl, both pictures, and she said it's WOONAUBWNFE Page 232 a lack of respect. So, you know, she was shocked. So obviously she needed a job but she expressed her -MR. WILLITS: I'm sorry, | did not hear that, could the witness repeat that? THE WITNESS: | was just talking about Louella, deeply religious staff member that worked with me and she told me one occasion that she was crying because the picture of the Pope was next to a naked girl. MR. WILLITS: Okay. BY MR. EDWARDS: Q. Okay. Besides Louella did you ever have a conversation with anybody else that works in the house about the young age of the girls and Mr. Epstein being in the bedroom and the fact that there are sex toys on the floor afterwards being wrong? MR. CRITTON: Form. THE WITNESS: Nobody else inside the house was allowed except just the two of us, so | never commented on this with anybody. BY MR. EDWARDS: Q. Allright. The next sentence starts a new paragraph, Epstein ordered Rodriguez to go to Page 233 the Dollar Rent a Car and rent a car for the same girl he brought the roses to. | guess we're talking about A. So that she could drive herself to Epstein's house without incident. Rodriguez said the girl always needed rides to and from the house. Are those statements you agree with? MR. CRITTON: Form. THE WITNESS: | took her a few times to her house. BY MR. EDWARDS: Q. You took A. to and from her house? A. In Royal Palm Beach. Q. Okay. Did she say anything in the car to you about what was going on in the bedroom with Mr. Epstein? A. | always try to keep the conversation to a minimum when | was with them because it was my job, you know, | didn't want to talk so the conversation was minimal. Q. And these are girls that you're talking to that are roughly the same age as a daughter that you have? A. Yeah. 59 (Pages 230 to 233) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 61 of 69 Page 234 MR. CRITTON: Form. BY MR. EDWARDS: Q. And so you never inquired of them as to what was going on behind closed doors? A. Never. Q. Other than A. did you take any of the other girls to or from -- and the girls I'm talking about are these young girls that are roughly the same age as C. and T. that you labelled masseuses. Did you take any of them to or from their homes on any occasion? MR. CRITTON: Form. THE WITNESS: Probably a couple of times. BY MR. EDWARDS: Q. Do you remember if you ever took C. or T. to or from their homes? A. | don't remember but if it was somewhere in West Palm Beach or Royal Palm Beach, probably, yes. Q. Allright. And the homes you would take these girls to, can you describe the neighborhood? A. They were blue collar neighborhoods. Q. Much different than Mr. Epstein? MR. CRITTON: Form. Page 235 THE WITNESS: Very different. MR. CRITTON: Argumentative. BY MR. EDWARDS: Q. Did any of the girls ever talk to you in the car about anybody else that they ever gave a massage to? A. No, they were very private. Q. Rodriguez referred to himself as a human ATM machine and was ordered by Epstein to maintain a minimum balance of $2,000 on him at all times. That's something you've told us already. Right? MR. CRITTON: Form. THE WITNESS: Yeah. BY MR. EDWARDS: Q. When a girl would come by the house and Mr. Epstein was either not in the residence or was not at home at the time Rodriguez was to provide the girl, in parenthesis, masseuse, several hundred dollars for their time and to notify Epstein the amount they were given. MR. CRITTON: Form. THE WITNESS: Well, | have to give this report to the comptroller in New York to keep track of the cash. | never talk to Mr. Page 236 Epstein. BY MR. EDWARDS: Q. Okay. But this is talking about a situation where girls come to the house, and these young girls come to the house and Mr. Epstein is not at the house at all. That happened? MR. CRITTON: Form. THE WITNESS: Well, they left and -BY MR. EDWARDS: Q. Wait. Who are you talking about? A. Mr. Epstein, the girls, and Sarah, they go away. Q. You're talking about a different set of girls now, now you're talking about the girls that fly with him on the airplane. A. Exactly. But they're out of the house. But Sarah will call me and leave me instructions on my phone that | have to pay so and so and they will be there this evening or this afternoon, that's why there was nobody in the house but | still have to pay them. Q. Okay. Would these girls usually arrive by taxicab and you would have to pay them? MR. CRITTON: Form. THE WITNESS: Sometimes taxi and Page 237 sometimes their own cars. BY MR. EDWARDS: Q. And you mentioned that you would sometimes be the person to call them a cab. Right? A. Yes. Q. How did you know which cab service to use? A. Weused to have in the house two or three numbers and people knew the house because sometimes it was hard to -- it was easy to get lost to get to the house. Q. So were there certain taxicab drivers that you would ask to come specifically? A. Yes. Q. Who? A. | don't remember, but they knew the house right away, it's like Joe, come here, | need you. Q. Would you have that name of that person that would typically drive these girls, you know, in taxicabs to and from the house anywhere? MR. CRITTON: Form. THE WITNESS: | don't think so. BY MR. EDWARDS: Q. Do you remember whether it was Yellow Cab 60 (Pages 234 to 237) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

ONOAUBWNE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 62 of 69 Page 238 Cab Company? A. West Palm Beach Taxi. No, it's not Yellow. Could be Yellow, but | don't know. Q. Would Mr. Epstein have the names or the list? A. Probably. MR. CRITTON: Form. BY MR. EDWARDS: Q. Anybody else? A. Sarah. Q. Sarah would have? A. Yes. Q. In addition to Mr. Epstein obviously knowing who's coming to and from the house, would Sarah also be familiar with the names of the girls and who they were? A. Yes. Q. In addition to Sarah and Mr. Epstein would Ghislaine Maxwell be familiar with the names of some of these girls? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Are these names kept in a database in a computer system? Page 239 A. Could be. MR. CRITTON: I'm sorry, did you say could be? THE WITNESS: Yeah. MR. CRITTON: Move to strike as speculation. BY MR. EDWARDS: Q. When you say could be, why do you say that? A. Because there were too many and they were very organized and there is nothing you write on a piece of paper. Q. When you say they were very organized, are we talking -A. Mr. Epstein and Sarah. Q. Anybody else beside Mr. Epstein and Sarah, | guess beside Sarah that would do the scheduling to coordinate the times these girls would come to the house? A. |'m sorry, anybody else you say? Q. Right, aside from Sarah. A. No, no. Q. And do you know what role, if any, Nadia Marcenacova ever played in any of what would go on behind the bedroom door with Mr. Epstein? Page 240 A. Nadia was the number one girlfriend for Mr. Epstein. Very sweet girl, and she was always -- she would come over to the house but different girls with her all the time. Q. Okay. But Nadia, that's somebody who lives in New York? A. Nadia, | believe, yes, her address is in New York. Q. So how often would she stay at 358 El Brillo? A. Very often. Q. Usually every time when Mr. Epstein was there? A. Yes, Q. And she would for the most time fly on the plane with Mr. Epstein? A. Yes. Q. And it would be her and Mr. Epstein and oftentimes some other girls? A. Exactly. Q. Where some points | think earlier when Mr. Mermelstein was asking you questions where there was some confusion was we're talking about two different sets of girls, the girls that would come over and be labelled masseuses from the Palm Page 241 Beach area, and the girls that would fly on the plane with Mr. Epstein and Ms. Marcenacova. So, what I'm asking you is what, if any, involvement did Nadia Marcenacova have with the girls that would arrive and be labeled as masseuses behind closed doors with Mr. Epstein? MR. CRITTON: Form. THE WITNESS: He was the second -- the first role was Sarah and she was always -Nadia is a very shy person so she will be in the background. BY MR. EDWARDS: Q. Did you ever know of Nadia Marcenacova to engage in -- to be in the room with Mr. Epstein while any of these young girls were up there? MR. CRITTON: Form. THE WITNESS: Yeah. BY MR. EPSTEIN: Q. How often do you remember Nadia and Mr. Epstein being in the room with any of these young girls? A. | would say most of the time. Q. Nadia would go up there too? A. Yeah. Q. Did you ever believe that Nadia was 61 (Pages 238 to 241) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OMONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 63 of 69 Page 242 engaging in sex acts with these young girls? MR. CRITTON: Form. THE WITNESS: No, | don't know. BY MR. EDWARDS: Q. No one ever told you that? A. No. Q. Well, since you've been keeping up with what's been written in the newspapers, at some point in time you've read that Nadia Marcenacova joined in some of these sex acts with some of these girls. Right? MR. CRITTON: Form. THE WITNESS: | believe so. BY MR. EDWARDS: Q. I'm not the first person telling you that? A. No, no, no, | read it in the newspaper. MR. CRITTON: He read your press release. MR. EDWARDS: Long before | ever had anything to do with this case. BY MR. EDWARDS: Q. Were you surprised when you read that? MR. CRITTON: Form. THE WITNESS: No. BY MR. EDWARDS: Page 243 Q. Were you surprised when the story started coming out that these girls that were coming over to the house were under the age of 18 and Mr. Epstein was engaging in sex acts with them? MR. CRITTON: Form. THE WITNESS: No. BY MR. EDWARDS: Q. When was the first time that you knew for sure 100 percent that -- well, let me say it this way. When was the first time that you read that information? A. Underage? Q. Yes. A. When this scandal broke out when the Palm Beach Police Department -Q. Contacted you? A. Yeah. MR. CRITTON: Why don't you let him finish his answer instead of suggesting or giving him the answer. THE WITNESS: The West Palm Beach Police Department got involved. BY MR. EDWARDS: Q. Skipping to the second paragraph of OMONA UN BWNFE Page 244 page 72, Rodriguez stated the amount of girls that came to the house was approximately 15. That's the estimate that you gave back -A. All the girls that | saw coming in and out. Q. Well, when | read this, you can tell me what it actually means, when | read this | interpreted that as because they were talking about masseuses | interpreted that as the number of girls of the Palm Beach area that came over and you labeled masseuses. Is that correct? MR. CRITTON: Form. THE WITNESS: Yes. BY MR. EDWARDS: Q. Okay. Could you name -- | mean, | know that we've named T. and C., could you name any of the other -A. C. comes all the time, you know, | remember her. Okay. No other names pop out though? To be honest with you, no. A.? Yeah, because | remember because the car. All right. It goes on to say, when asked to identify these girls, so somebody else asked Page 245 you the same question | just did, Rodriguez stated he could not at the moment but knew he wrote their names down on a journal he kept during his employ with Mr. Epstein. Is that true? A. Yes. MR. CRITTON: Form. BY MR. EDWARDS: Q. Did you ever find that journal? A. Probably has some pages at home. Q. Because later on it seems like you met up with the police officer and produced a green folder that contained documents, but that's not the same thing as the journal. Right? A. No, this is my writings. Q. Okay. So if we want to obtain that journal from you what's the best way to go about getting it? A. | probably have to look in my house. Q. Okay. Well, it looks like we're going to come back for a second part of this, so by next time maybe you could find it. Right? A. Okay. Q. Allright. Mr. Mermelstein asked you if anybody had contacted you about this case that was either an -- that was an investigator with Mr. 62 (Pages 242 to 245) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 64 of 69 Page 246 Epstein. Right? A. Yes. Q. And the first thing that | wrote was that two investigators met you for a couple of hours at Don Shula's. Is that right? A. Yes. Q. How did that whole meeting come together, did they call you? A. Well, they came to my house and then we agreed for a more detailed meeting, and halfway through -- | was in the area something he said | can meet you there, so he suggest Don Shula Hotel. Q. How long did you talk with them at your house? A. Probably an hour or two. Q. So there was an hour or two at your house? A. Yes. Q. And then they decided you weren't finished talking with them yet and they talked with you two more hours at Don Shula's? A. Yes. Q. So you spent up to four hours with these investigators for Mr. Epstein? MR. CRITTON: Form. Page 247 THE WITNESS: Yes. BY MR. EDWARDS: Q. And! know that you told us a couple of things, they wanted to know what you knew, but did they suggest a way for you to testify to help Mr. Epstein? MR. CRITTON: Form, asked and answered. THE WITNESS: The way the meeting went is he took notes and asked me questions how do you know, he asked me about -- it's like I'm going to a job, what do you know about this, running this, who is this person, so it was like questions and answers, questions and answers. BY MR. EDWARDS: Q. Okay. A. And that was it, you know, but mostly the questions from their side. Q. Okay. And then the next contact that you had was with J ack Goldberger? A. Yeah. Q. And you called J ack Goldberger -A. Yeah, because the subpoena. Q. Okay. Well, the first time you call J ack Goldberger had something to do with the FBI. Page 248 A. Yeah, exactly, we talked before, yes. Q. So this is before the subpoena -A. Yes, yes. Q. And you called him and said the FBI is wanting to talk to me, what should | do? A. Yeah. He told me, you know, tell them the truth. And so actually he didn't call me back but he know the FBI sat down with me in the morning in Green's Pharmacy in Palm Beach. Q. Where? A. In Green's Pharmacy, it's in front of the church. How long did you talk to the FBI? From 8 to 12, more or less. So another four hour talk? More or less, yes. It was the same thing as the Palm Beach Police Department but they told me this is a new investigation because the same questions that Palm Beach Police Department ask me they start with the same thing, what was going on, this and that, and so -- but in a different -- in a different character they ask me the same questions but they went on and on and on. Q. Okay. When did you have your sit down Page 249 meeting with Mr. Critton? In his office. When? Oh when? Last week. Last week? Or | believe two weeks ago, something like that, before this. Q. So you received the subpoena for your deposition that was scheduled for last week -A. Exactly. Q. -- but you had car problems. And you called Jack Goldberger again? A. Yeah. And he told me he was out of town, and then one guy came to my house -- actually, one of the securities from Epstein. Q. A security guard for Epstein? A. No, security expert. Q. So an investigator? A. An investigator, sorry. And he said get in touch with Mr. Critton. Q. Do you remember who that is? A. | have his card at home. Q. Do you remember what the card looks like? A. It's a yellow card, security or investigation or something. 63 (Pages 246 to 249) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 65 of 69 Page 250 . Would you know the name if | said it? Yeah. Bill Riley? . Yes. . Okay. Have you ever spoken with an investigator Paul Lavery? A. Could be, I'm not sure. Q. Okay. So Bill Riley came by your house personally? A. Yes. Q. And how long did you meet with him? A. Five minutes. He gave me his card, he gave me Mr. Critton telephone number, he said don't talk to Mr. Goldberger. Q. Did he tell you why you should call Mr. Critton? A. No. | assume that he was not on the case anymore, but | didn't ask questions but -Q. You assumed that who wasn't on the case anymore? A. Mr. Goldberger, Jack Goldberger. Q. Okay. But what I'm asking you, | guess, is did this investigator, Mr. Riley, tell you why it was important for you to call any attorney that's associated with Mr. Epstein, why was that Page 251 important? A. He didn't say that. He didn't say that. He just said that get in touch and that's it. Because | said what am | going to do, because | said | thought this was -- you know, but | didn't know | was going to be subpoena. And like | said in the beginning of this deposition, | don't have an attorney so | don't have money, first of all, to pay for an attorney. First of all, | don't think I'm in trouble, but every time you hear high powered lawyers you feel intimidated so | said, listen, what am | going to do, and that was my basic question. Q. Okay. So then you spoke with somebody at Mr. Critton's office and arranged to meet with him personally? A. Yes. | called his secretary and we sit down with his assistant, the three of us. Q. So it was Mr. Critton, yourself, and somebody else? A. Yes. Q. And you sat down for another two hour period of time? A. Yes. Q. And what did you go over in that meeting? Page 252 A. We discuss -- he asked me a lot of questions, obviously he didn't know a lot of things about the case, and | told him who | was, what | did in the house. Q. He told you he didn't know a lot about the case? A. No, no, no. He asked me questions about so | got the feeling that Mr. Critton didn't know as much as other lawyers. Q. Okay. Did you tell him what you told us here today? A. No. He asked me tell the truth, you know, just go over there, you know, he advise me like you're on your own, Alfredo, just tell the truth, you know. He didn't give me any advice. He paid for my gas. Thank you very much. And that's it, you know. The main thing | wanted to have a lawyer on my side but then | keep going to the first instance when my wife told me you don't need a lawyer, and |'m here today to say that, |'m here, I'm speaking the truth. Q. Okay. You mentioned there were five or six computers in the house? A. Yes. Page 253 Q. And do you know what happened to the computers? No. You don't know where they are? (Shakes head.) Nobody has told you? No. . You also mentioned there were photographs in the house? A. Inthe computers in the files. Q. Okay. But there were also still photographs around the house? A. Oh yes, yes. Q. Some of the girls have made the allegation that there were photographs of them nude in the house. Do you remember seeing that? A. Inthe closet, yeah, in a mosaic. It was one frame with probably 15 pictures, small pictures. MR. CRITTON: Repeat the question back. BY MR. EDWARDS: Q. Okay. Some of the girls that have lawsuits against Mr. Epstein with allegations similar to the allegations that C. and T. have made, which is that they were underage when Mr. 64 (Pages 250 to 253) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 66 of 69 Page 254 Epstein was engaging in sex or sex acts with them, also say that they have seen pictures of themselves in frames in Mr. Epstein's house naked. A. In his closet. Q. Other than the picture -- and these are girls who are making the allegation that they were underage and there were pictures of them nude in his house. A. | didn't see pictures of C. there. Q. I'mnot talking about C. I'm saying other girls that were underage or have made allegations that they have seen pictures of themselves in Mr. Epstein's house. MR. CRITTON: Form. BY MR. EDWARDS: Q. Where would those photos have been, or did you see them? A. Yes, | see them inside his closet. Q. It's one mosaic? A. Yes, one mosaic. Q. Other than there did you see any of these pictures of young girls nude anywhere else in the house? MR. CRITTON: Form. THE WITNESS: Nude with an art, yes, but Page 255 not pornography. You know, | saw them, they were all over the place. For instance, in the back only showing part of the rear, you know. BY MR. EDWARDS: Q. But the photographs that I'm concerned with -A. Not frontal pictures. Q. The photographs I'm concerned with are photographs of these West Palm Beach girls that were labeled as masseuses that are being displayed around the house anywhere in some state of undress. MR. CRITTON: Form. THE WITNESS: No, | don't remember that. BY MR. EDWARDS: Q. Okay. The only girls that -- the only photograph that you remember of young girls nude was in a mosaic that is in his closet? A. Yes. Q. Nothing that you remember that was on display? A. Downstairs, yes, but they were not these girls, they were somebody else. Q. Okay. Do you know who was -- who were in | 25 WOONAUBWNFE Page 256 those photos? A. One was a Columbian lady and one was -one from Spain, beautiful girls, that, you know, but they were not -- not the ones the girls we're talking about here. Q. Okay. When you were hired were you hired by Mr. Epstein or were you hired by one of his companies? A. Mrs. Maxwell. Q. So it was -- was it a company owned by Mrs. Maxwell? A. Not directly. My paycheck was J effrey Epstein. | mean, | was hired by Mr. Epstein but -Q. Okay. | just understood you to say you were hired by Mrs. Maxwell. A. Exactly, she told me you're hired but you're going to get paid by Mr. Epstein. Q. And he wrote you personal checks? A. No. The checks that came from New York, Jeffrey Epstein Companies. It was out of his company? Yes. Which company; do you know? 456 Madison Avenue. It's next to the New Page 257 York Palace now. Q. The name of the company is 456 Madison Avenue? A. No, no, it's -- | got it on the tip of my tongue. Something like Caribbean or island something investments, something like that. If you call Lesley, her secretary, she will tell you exactly. Because they answer the phone like that, you know. Q. What's Lesley's number? A. Lesley, | don't have it. | can find out for you. Q. Do you think you could get Lesley's number for us? A. Yes. It's in Manhattan. Q. Does she work for this company in Manhattan? MR. CRITTON: Form. THE WITNESS: Manhattan, yes. BY MR. EDWARDS: Q. If the check was issued did J effrey Epstein actually sign it himself? A. No, it came through the comptroller. Q. Who was the comptroller? A. Bella was the assistant comptroller and 65 (Pages 254 to 257) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 67 of 69 Page 258 there was somebody else. It was so long ago. Q. And the money that you would hold on you in cash, that's money that came out -A. Colonial Bank in 4th Avenue. Q. And is that Colonial Bank account, is that registered to | effrey Epstein personally or to his company? A. No, Ghislaine Maxwell. Q. To Ghislaine Maxwell. MR. CRITTON: Did you say it's her account? THE WITNESS: Well, | was the secondary, you know, because her name was there, but | know it was J effrey Epstein's money. BY MR. EDWARDS: Q. Okay. What I'm holding is what's already been attached to this as Exhibit 2. I'll show you again, can you tell me what bank that is? A. Yeah, this is Colonial Bank in Palm Beach. Q. And is -A. His name is here. Q. Right. The three names on the account are Jeffrey Epstein, Ghislaine Maxwell, and Alfredo Rodriguez. Page 259 A. Yes. Q. Is this a company account or a personal account? A. | think it's a personal account. Q. And do you know what account funds this account? A. The one in New York. Q. The same account that you are paid from in New York -A. No, no, it's not the same. Q. Different account in New York? A. Yes. Q. All right. Which account in New York funds the account that is Exhibit 2? A. The one Bella knows, she's the assistant comptroller. And do you know Bella's number? | can find out for you. Do you know the name of that company? | have in my house. You have the name of that company? Yes. All right. So you have the name of the company or either you can get me Lesley's number who has the name of the company that paid you, and WOAOANA UN BRWN FE Page 260 you also have the name of the company at the house which is associated with this person Bella as well that financed the account that you withdrew money from to pay the girls? A. Yeah. Q. Okay. Do you know what account Sarah Kellen was paid out of? A. No. MR. EDWARDS: Somebody else want to go. | mean, we're obviously not going to finish so | don't want to take up the rest. MR. LANGINO: | only have about ten minutes of question. EXAMINATION BY MR. LANGINO: Q. My name is Adam Langino from the Law Firm of Leopold Kuvin and we represent B.B. in this case. So you've obviously been here for about six hours so | don't have to reinvent the wheel, so |'m going to ask you a couple of questions that came to mind. Any of the individuals that provided massage to Mr. Epstein, were they provided any drugs? Page 261 No, | don't think so. Were they provided any alcohol? No, there was no alcohol in the house. When they arrived did any of them appear to be under the influence of drugs? A. There was one girl who came and looked like she was shooting heroin. Q. Can you describe what that girl looked like? A. Very skinny with under mark on her eyes | saw a couple of times. Q. Do you remember which month that girl came to the house? A. That was December or J anuary of 2005. Q. Do you know why she was at the house? A. She asked me when | met her, she said I'm looking for a job, | want to help doing the laundry, so | related this message to Sarah and Sarah told me I'll take care of her from here, but | don't know. Q. Do you know if she gave a massage to Mr. Epstein? A. No, | don't know. Q. Do you remember any individual who came to the house to give Mr. Epstein a massage was 66 (Pages 258 to 261) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

WOONAUBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 68 of 69 Page 262 under the influence of alcohol? A. No, | don't know. Q. When Mr. Epstein's investigators first contacted you, did you want to speak with them? A. If | wanted to talk to the investigators? Q. Did you want to speak with them? A. Yes, because | was concerned if | was in trouble with Mr. Epstein or | was in trouble with anything. Q. In December 2005, early J anuary 2006 when you cooperated with the police, how come you cooperated with the police? A. They give me an introduction of what was going on, and the investigation, at that time nobody knew, the press, nobody, and they told me they needed my cooperation and | -- they asked me we like to know your honest answers, and that's what | did. How did you feel about cooperating? | feel good. You stated -Sorry, go ahead. Did you have anything else to add? No, | hope, | thought | did the right Page 263 Q. You stated that you picked up | guess some of the oils and creams that were left over after the massage. A. Yes. Q. Do you remember the names of any of those products? A. Names of those products. Spa is one of them, like the place spa. Q. Any other names? A. And it's a big tube like this, no, | don't remember right now. Q. Do you know if any of those massages or oils had any kind of a sexual connotation to the name or the product? MR. CRITTON: Form. THE WITNESS: No. BY MR. LANGINO: Q. Do you know if any masseuse that came to Epstein's home ever provided massage to someone else besides Mr. Epstein? A. No, | don't know. Q. Before you talked about a massager that was always present after a massage and you stated that you placed that massager back into inventory. A. Yes. Page 264 Q. Where was that inventory? A. It was kept in an armoire in the master bedroom -- master bath. Q. Was that massager that was always found after these massages kept in the same armoire with the sex toys? A. No, it's a different armoire, different furniture. Q. Were any other massagers kept in that armoire? A. Yes. Q. Can you describe them? A. Two, two big ones, the two rubber tips, they were kept in the bathroom. Q. And where was this armoire in relation to the one that held the sex toys? A. The one with the sex toys was in his bedroom in front of his table, in front of his bed, and the other ones were inside the bathroom. Q. Did you ever cleanup female clothes after a massage? A. No. Q. Did you ever cleanup any towels after a massage? A. No. Page 265 Q. Did you ever inspect any blood on any type of item in the massage room after a massage? A. No. Q. | know we spoke about pictures, do you know if Mr. Epstein kept any videotapes of any of these massages? A. No. Q. Do you know if he has any videotape of any of these masseuses? A. No, | don't know. Q. Do you hold any significant feeling regarding Mr. Epstein finishing his jail sentence now that he's free? MR. CRITTON: Form. THE WITNESS: If he was sentenced for solicitation of prostitution and he did leave before that, you know, | think it's not -- | don't think he has been doing what he was supposed to do, you know, the full 18 months, and to be monitored after that and what have you. But! don't think -answering your question, | don't think it's been done justice. MR. CRITTON: Let me move to strike as irrelevant to anything. 67 (Pages 262 to 265) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

OONA UBRWNFE Case 1:15-cv-07433-LAP Document 55-21 Filed 03/14/16 Page 69 of 69 Page 266 BY MR. LANGINO: Q. Are you currently in fear of Mr. Epstein? A. Not at this particular moment but it's something | have to be worry about, yes. Q. Are you personally afraid of criminal prosecution? A. No. Q. Do you believe that you did anything illegal? A. Illegal, no. MR. LANGINO: | have no further questions. Thank you. MR. CRITTON: We're going to break in about 15 minutes. Do you want to start and go for 15 minutes or do you want to -- it's up to you. MS. EZELL: I'll start. MR. WILLITS: When are we going to quit, folks? MR. CRITTON: In 15 minutes. THE VIDEOGRAPHER: Might as well change tapes. MR. EDWARDS: Bob has to get back so we've agreed we're going to come back some other time. Page 267 MR. WILLITS: Why don't we just stop now? MS. EZELL: Okay. MR. EDWARDS: Rather than you start. MS. EZELL: Yeah, | won't get very far. MR. EDWARDS: Sorry to do this with you, we didn't finish. MR. CRITTON: So we're stopped? MR. EDWARDS: We're stopped. THE VIDEOGRAPHER: Off the record. (Thereupon, the videotaped deposition was adjourned at 5:30 p.m.) Page 268 1 THE STATE OF FLORIDA, COUNTY OF DADE. |, the undersigned authority, certify that ALFREDO RODRIGUEZ personally appeared before me on the 29th day of July, 2009 and was duly sworn. WITNESS my hand and official seal this 31st day of July, 2009. MICHELLE PAYNE, Court Reporter Notary Public - State of Florida Page 269 CERTIFICATE The State Of Florida, ) County Of Dade. ) |, MICHELLE PAYNE, Court Reporter and Notary Public in and for the State of Florida at large, do hereby certify that | was authorized to and did stenographically report the videotaped deposition of ALFREDO RODRIGUEZ; that a review of the transcript was requested; and that the foregoing pages, numbered from 1 to 269, inclusive, are a true and correct transcription of my stenographic notes of said deposition. | further certify that said videotaped deposition was taken at the time and place hereinabove set forth and that the taking of said videotaped deposition was commenced and completed as hereinabove set out. | further certify that | am not an attorney or counsel of any of the parties, nor am | a relative or employee of any attorney or counsel of party connected with the action, nor am | financially interested in the action. The foregoing certification of this transcript does not apply to any reproduction of the same by any means unless under the direct control and/or direction of the certifying reporter. DATED this 31st day of July, 2009. MICHELLE PAYNE, Court Reporter 68 (Pages 266 to 269) Kress Court Reporting, Inc. 305-866-7688 7115 Rue Notre Dame, Miami Beach, FL 33141

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF, VIRGINIA GIUFFRE’S REPLY IN RESPONSE TO DEFENDANT’S SUPPLEMENTAL MEMORANDUM OF LAW IN RESPONSE TO PLAINTIFF’S MOTION TO COMPEL THE PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE BOIES, SCHILLER & FLEXNER LLP David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

TABLE OF CONTENTS Page TABI OF AU THOR EMES ovate cas oeesh svat Sites tress ccc ase decals jena aera onde soaca eal aetluaaseesisaeees il 1. PRELIMINARY. SEA TIEIMIEIN Tsp iuxstcesncsdsltdticsavins wiealedaaanaey ovastveduhvnadday elubedidveadghateaadeissieoncdies 1 TE ARRAGUIMIEING v3. eizsaniucieg ha Meclnazedecasann casgyas acs) suidesianeescisisananeyeasiacuasedinseenn ieee vaeonaasesacesiaediaaes 1 A. Under The Second Circuit’s “Touch Base” Test, New York Law Applies. ................. 1 B. Under English Law, The Privilege Log Is Still Deficient. 00.0.0... eee eeceeeseeeteeeteeeees 4 1. The English “Legal Advice” Privilege Does Not Apply. .........c:ceccesceetteeeteees 4 a. Confidentiality Under English Law.........cccecceceecceesseeeteceteeeeeeeeseeesaeens 5 b. | Communication Via An Agent Under English Law..........cceeeeeeeeeeee 6 c. Under English Law, The Communications Must Be For The Purpose Of Giving Or Receiving Legal AdViCe...........eeeeseereeeeeeeee 6 C. Under New York Law, The Privilege Log Is Deficient. ......... cee eececsseceteeeeeeeeeeeeeees 7 CONCESSION aan asec ca aces ck aa Ns os A a ahaa cnt ae a 8

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Plaintiff Virginia L. Giuffre, by and through undersigned counsel, respectfully submits this Reply in Response to Defendant’s Supplemental Memorandum of Law in Response to Plaintiff's Motion to Compel the Production of Documents Subject to Improper Claim of Privilege (D.E. 46).' For the reasons set forth below, this Court should grant Ms. Giuffre’s Motions to Compel in their entirety. I. PRELIMINARY STATEMENT? This Reply references and incorporates Ms. Giuffre’s arguments on Defendant’s improper assertion of privilege on Defendant’s privilege log as iterated in Ms. Giuffre’s Motion to Compel the Production of Documents Subject to Improper Claim of Privilege (D.E. 33). In order to comply with page limit restrictions, this Reply primarily addresses new arguments raised in Defendant’s Supplemental Memorandum of Law in Response to Plaintiff's Motion to Compel the Production of Documents Subject to Improper Claim of Privilege (D.E. 46). Il. ARGUMENT A. Under The Second Circuit’s “Touch Base” Test, New York Law Applies This Court need not even reach a choice-of-law analysis for three reasons. First, while Defendant claims that English privilege law applies, she does not claim a privilege under English law. For every entry on her privilege log, she claims attorney-client privilege, a privilege 'Ms. Giuffre notes that Defendant’s combined “responses” are over the page limit pursuant to this Court’s individual practice rules. * Ms. Giuffre views Defendant’s “Supplemental Responses” (D.E. 45 and 46) as impermissible sur-replies. Defendant already filed a Response, and her “supplemental” responses were filed after Ms. Giuffre filed her Reply to Defendant’s Response. See In re A2P SMS Antitrust Litig., 972 F. Supp. 2d 465, 500 (S.D.N.Y. 2013) (striking sur-reply because it does not respond to “new issues which are material to the disposition of the question before the [C]ourt,”); Anwar v. Fairfield Greenwich Ltd., 982 F. Supp. 2d 260, 263 (S.D.N.Y. 2013) (“the Court notes that Plaintiffs’ letter is a sur-reply filed without permission of the Court and does not identify new controlling law, and therefore will not be considered.”). To the extent that this Court has not yet made a sua sponte ruling to strike them from the docket to date, Ms. Giuffre hereby files her reply briefs within the time allotted under the Local Rules. 1

recognized by New York (and the remainder of United States jurisdictions). She does not claim the “legal advice privilege,” the analog to the attorney-client privilege in England. Second, English “legal advice privilege” law is substantially similar to that of New York’s “attorney-client privilege” law (the privilege claimed in Defendant’s privilege log), making the analysis unnecessary. On Time Aviation, Inc. v. Bombardier Capital, Inc., 354 F. App'x 448, 450 (2d Cir. 2009) (declining to reach a choice of law analysis as the result would the same under the various jurisdiction’s law). “The parties appear to agree that the relevant privilege law is that of New York, rather than of England . . . the court will follow the parties' decision to apply New York law. The English rule, which is apparently similar, appears also to require that legal advice be a predominant purpose of the communication (see Waugh v. British Ry. Bd., [1980] AC 521 (HLL.).”* Aetna Cas. & Sur. Co. v. Certain Underwriters at Lloyd's London, 176 Misc. 2d 605, 609, 676 N.Y.S.2d 727, 730 (Sup. Ct. 1998) aff'd sub nom. Aetna Cas. & Sur. Co. v. Certain Underwriters at Lloyd's, 263 A.D.2d 367, 692 N.Y.S.2d 384 (1999) (Emphasis added). Therefore, because New York’s “attorney-client privilege” is substantially similar to the British “legal advice privilege,” this Court need not reach a choice-of-law analysis. Third, the facts do not support the application of the choice-of-law test cited by defendant. In Astra Aktiebolag v. Andrx Pharm., Inc., the court explained, “[w]here, as here, alleged privileged communications took place in a foreign country or involved foreign attorneys or proceedings, this court defers to the law of the country that has the ‘predominant’ or “the most direct and compelling interest’ in whether those communications should remain confidential, unless that foreign law is contrary to the public policy of this forum.” 208 F.R.D. 92, 98 > Waugh v. British Ry. Bd., [1980] AC 521 (H.L.), attached hereto to the McCawley Decl. at Exhibit 1, states, at p. 521-522, “Held. . . that the due administration of justice strongly required that a document such as the internal inquiry report, which was contemporary, contained statements by witnesses on the spot and would almost certainly be the best evidence as to the cause of the accident, should be disclosed; that for the important public interest to be overridden by a claim of privilege the purpose of submission to the party’s legal advisers in anticipation of litigation must be at least the dominant purpose for which it had been prepared.”

(S.D.N.Y. 2002). Here, there are not sufficient facts to trigger the application of this “predominance” analysis, but several facts militate against its application. First, the communication as at issue did not “take place in a foreign country,” as defendant participated in these communications from the United States.* Second, the communications at issue” did not all involve a “foreign attorney;” many were just between Defendant and her non-attorney press agent. Finally, this analysis does not apply as there are no “foreign proceedings” involved, as discussed in greater detail infra. Therefore, the Court need not reach a choice-of-law analysis because New York’s attorney-client privilege law and English legal advice privilege law are substantially similar, and the facts do not trigger the application of Defendant’s choice-of-law test. However, should the Court choose to employ a choice-of-law analysis regarding the applicable privilege law, New York law controls. There were no foreign proceedings, the damage control on Defendant’s tarnished New York socialite reputation was the predominant purpose of the communications involving Gow, and Defendant’s reputation that was harmed, primarily, in New York where she resides. Finally, absent any declaration or other evidentiary showings that English law applies, this Court should find that New York law applies. * Defendant addressed a journalist on a Manhattan street the day after her initial defamatory statement was released and she referred reporters to her statement. ° For example, Defendant claims attorney-client privilege with communications from Ross Gow to Defendant. See log entry from January 2, 2015 email on Defendant’s Privilege Log. 3

B. Under English Law, the Privilege Log is Still Deficient® Should the Court determine Defendant has met her burden in showing that English law should apply to the determinations of privilege, ’ Ms. Giuffre submits that it must reach the same conclusion as under New York law: (1) there is no legal advice privilege (i.e. the English equivalent of attorney-client privilege) that attaches to the communications in which an attorney is not present, (2) no legal advice privilege attaches to communications with attorneys when made in the presence of a third party, such that the communications are not confidential and (3) no litigation privilege applies when litigation is not reasonably in prospect or ongoing at the time the communications are made. 1. The English “Legal Advice” Privilege Does Not Apply Under English law, a document can be withheld from disclosure on grounds of legal advice privilege if it is: (1) a confidential communication; which passes between a client and his/her lawyer (including via an agent); and (2) which has come into existence for the purpose of giving ° This discussion in this brief on the application of English privilege law is based upon the legal opinions of attorneys in the London branch of the undersigned’s law firm, as well as English case law, cited through and attached as exhibits. Under Rule 44.1 of the Federal Rules of Civil Procedure, in determining foreign law, “the court may consider any relevant material or source, including testimony, whether or not submitted by a party or admissible under the Federal Rules of Evidence.” Fed. R. Civ. P. 44.1. Rule 44.1 gives a court “wide latitude” to determine foreign law, Rutgerswerke AG & Frendo S.p.A. v. Abex Corp., No. 93 Civ. 2914(JFK), 2002 WL 1203836, at *16 (S.D.N.Y. June 4, 2002), and the Second Circuit has “urge[d] district courts to invoke the flexible provisions of Rule 44.1 to determine issues relating to the law of foreign nations,” Curley v. AMR Corp., 153 F.3d 5, 13 (2d Cir.1998). “In making rulings regarding foreign law, courts have employed various methods: they have considered the plain text of applicable foreign law; made assumptions regarding the interpretation of translated foreign law sources; considered expert affidavits submitted by parties; evaluated experts’ credibility; assessed experts’ opinions and the basis of such opinions as supported by the foreign country’s civil law, cases, treatises, and logic.” In re: Lyondell Chem. Co., 543 B.R. 428, 444 (Bankr. S.D.N.Y. 2016). Accordingly, Ms. Giuffre respectfully requests that the Court consider the plain text of the attached case law should the Court decide to make a ruling based upon English law. 7 «tT ]he party relying on foreign law has the burden of showing such law bars production of documents.” Tansey v. Cochlear Ltd., No. 13-CV-4628 SJF SIL, 2014 WL 4676588, at *4 (E.D.N.Y. Sept. 18, 2014) (Internal quotation and citation omitted).

or receiving legal advice about what should prudently and sensibly be done in the relevant legal context. Where there is no attorney involved in the communication (such as those communications between Defendant and other non-attorneys), there can be no “legal advice” privilege under English Law. a. Confidentiality Under English Law Under English law, the fact that a third party is present at the time legal advice is sought/obtained (as with communications Defendant made with attorneys with a third party involved) does not necessarily prevent the communication from being confidential. Ifa communication is provided to a third party on express terms that it is to remain confidential and was not generally available outside the limited group of recipients, privilege will not necessarily be lost to the outside world (USP Strategies v London General Holdings Ltd, [2004] EWHC 373 (Ch)).* On that basis, Defendant must bear the burden of proving that the documents are privileged.’ Defendant has not submitted any evidence, such as a Non-Disclosure Agreement, that expressly places Ross Gow under an obligation of confidence in respect to information received by him relating to legal advice/litigation. In absence of any express obligation of confidentiality, Ms. Giuffre submits that privilege does not attach to communications involving Ross Gow and the lawyer. * USP Strategies v London General Holdings Ltd, [2004] EWHC 373 (Ch), attached hereto to the McCawley Decl. at Exhibit 2, states, “[i]f A shows a privileged document to his six best friends, he will not be able to assert privilege if one of the friends sues him because the document is not confidential as between him and the friend. But the fact six other people have seen it does not prevent him claiming privilege as against the rest of the world.” I think that it follows from that that A would be able to restrain each of the friends from disclosing to the outside world what they were told on the basis that it remained privileged. The friends could not give secondary evidence of the privileged material — it would be “evidence of [privileged] communications”, or their evidence would be “evidencing such communications” within the formulation in Three Rivers. By the same token, if a client summarizes or extracts advice in a letter to a third party, that written communication is capable of retaining or attracting the privilege which attached to the original advice, subject to waiver. It, too, is something which evidences a privileged communication.” ” Under English law, “the burden of establishing that a communication is privileged lies on the party claiming privilege”. West London Pipeline and Storage v Total UK [2008] 2 CLC 258, at para. 50, McCawley Decl. at Exhibit 3.

b. Communication Via An Agent Under English Law Under English Law, communications between client and lawyer through an agent will be protected by legal advice privilege, but this will only apply in situations where the agent functions as no more than a mere conduit (e.g. a translator). Third parties engaged to provide their own intellectual input (e.g. accountants) will not be regarded as agents for the purposes of legal advice privilege. Whether Ross Gow functioned as a true agent for the purposes of privilege must be assessed by reference to the type of information that was being provided to the attorney. USP Strategies v London General Holdings Ltd, [2004] EWHC 373 (Ch). 0 Cc. Under English Law, The Communication Must Be For The Purpose Of Giving Or Receiving Legal Advice Ross Gow’s website notes that he is a “Reputation Manager” — not a lawyer. Maxwell states that Mr. Gow provided information to Mr. Barden “regarding press inquiries so as to further Mr. Barden’s ability to give appropriate legal advice to Ms. Maxwell regarding potential defamation litigation in the United Kingdom” (D.E. 46 at 9). Even if legal advice were obtained from Mr. Barden as a result of the information provided by Mr. Gow, it is not clear that the information provided by Ross Gow was itself confidential, particularly if it related to information that is already in the press/public domain. Maxwell should be put to prove that the written communications were confidential, came into existence specifically for the purpose of giving or '°USP Strategies v London General Holdings Ltd, [2004] EWHC 373 (Ch), attached hereto to the McCawley Decl. at Exhibit 2, states, “[i]f A shows a privileged document to his six best friends, he will not be able to assert privilege if one of the friends sues him because the document is not confidential as between him and the friend. But the fact six other people have seen it does not prevent him claiming privilege as against the rest of the world.” I think that it follows from that that A would be able to restrain each of the friends from disclosing to the outside world what they were told on the basis that it remained privileged. The friends could not give secondary evidence of the privileged material — it would be “evidence of [privileged] communications”, or their evidence would be “evidencing such communications” within the formulation in Three Rivers. By the same token, if a client summaries or extracts advice in a letter to a third party, that written communication is capable of retaining or attracting the privilege which attached to the original advice, subject to waiver. It, too, is something which evidences a privileged communication.”

receiving legal advice and were not simply for damage control purposes to her socialite reputation relating to her intimate involvement with convicted sex offender Jeffrey Epstein. C. Under New York Law, The Privilege Log Is Deficient Defendant submitted a 16-entry, facially deficient log under Federal Rule of Civil Procedure 26(b)(5) and Local Rule 26.2(a)(2)(B) and the governing case law. First, Defendant attempts to wrongfully claim that the attorney-client privilege shields documents from production as to her communications with non-attorneys. Second, Defendant improperly claims a “common interest” privilege applies to her communications with convicted sex offender — and non-attorney - Jeffrey Epstein, for which no attorney-client privilege applies, thus, precluding the application of the “common interest” privilege. This is simply wrong. “The common interest rule is an extension of the attorney-client privilege and not an independent basis for privilege.” Pem-Am., Inc. v. Sunham Home Fashions, LLC, No. 03 CIV. 1377JFKRLE, 2007 WL 3226156, at *2 (S.D.N.Y. Oct. 31, 2007). “In order for a communication to be privileged within the common interest rule, it ... must still meet the requirements of a privileged attorney-client communication.” Jd. (Emphasis added). See Egiazaryan v. Zalmayev, 290 F.R.D. 421, 434 (S.D.N.Y. 2013) (“communications are protected where there is a disclosure by A to the attorney representing B and vice-versa’). Third, Defendant improperly claims the attorney-client privilege when the communications involved the presence of a third party not involved in providing legal services, such as Ross Gow or Mark Cohen. See Egiazaryan, 290 F.R.D. at 431.'' Fourth, the descriptions of the '' Defendant attempts to base her argument on Jn re Grand Jury Subpoenas Dated March 24, 2003, 265 F. Supp. 2d 321, 330 (S.D.N.Y. 2003), but that the facts are so different between that case and the instant case that the comparison is inapt. Instead, for this case, Egiazaryan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013) and NXIVM Corp. v. O’Hara, 241 F.R.D. 109, 141 (N.D.N.Y. 2007) should control. See also Nance v. Thompson Med. Co., 173 F.R.D. 178, 182-83 (E.D. Tex. 1997). The bulk of the relevant authority, in circumstances similar to the case at hand, does not extend attorney-client privilege to communications with public relations firms - even if attorneys are present for the communications - and for good reason. Public relations firms are not in the business of giving legal advice; they exist to manage their client’s public 7

communications in the log are inadequate. Every single communication on the log, even those not involving any attorneys, is described as “Communication re: legal advice.” These sparse and unvaried descriptions simply do not comply with Federal Rule of Civil Procedure 26(b)(5) and Local Rule 26.2(a)(2)(B), and are not sufficient to support the privilege claims asserted therein. Accordingly, this Court should find that Defendant has waived her privilege claim for every entry which describes the subject matter as “Communication re: legal advice,” or at the very least, require Defendant to submit the documents in question for in camera review to determine whether they are actually subject to any privilege claim. In addition, the Court should direct the production of documents on the privilege log that involve communications between the two nonlawyers. CONCLUSION For the foregoing reasons this Court should order Defendant to produce the documents listed in her privilege log, or at the very least, conduct an in camera inspection to determine whether or not these documents are privileged under applicable law. reputations. And management of her public reputation is why Defendant retains Gow, and has for many years. (D.E. 56 at 9). '? Defendant inexplicably states that Ms. Giuffre has somehow waived her argument that she is entitled to communications from Gow subsequent to the issuance of the press release. In the section on communications with Gow, Ms. Giuffre stated: Accordingly, Ms. Giuffre is entitled to communications relating to Mr. Gow - particularly the January 2, 2015 email - for the entire Relevant Period. (D.E. 35 at p. 19, emphasis added). The Relevant Period is defined as 1999 through the present. Therefore, there is no waiver.

Dated: March 14, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 14, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 10

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF VIRGINIA GIUFFRE’S REPLY IN RESPONSE TO DEFENDANT’S SUPPLEMENTAL RESPONSE TO MOTION TO COMPEL PRODUCTION OF DOCUMENTS SUBJECT TO IMPROPER CLAIM OF PRIVILEGE I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2: I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Reply In Response to Defendant’s Supplemental Response to Motion To Compel Production of Documents Subject To Improper Claim of Privilege [D.E. 47], or, in the alternative, Motion to Strike “Supplement Response” as Impermissible Sur-Reply. 3. Attached hereto as Exhibit 1, is a true and correct copy of Waugh v. British Ry. Bd., [1980] AC 521 (H.L). 4. Attached hereto as Exhibit 2, is a true and correct copy of USP Strategies v. London General Holdings Ltd., [2004] EWHC 373 (Ch).

5. Attached hereto as Exhibit 3, is a true and correct copy of West London Pipeline and Storage v. Total UK, [2008] 2 CLC 258. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Dated: March 14, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 14, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case _1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 1 of 26 EXHIBIT |

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Pa 2 of 26 A.C, A [HOUSE OF LORDS] WAUGH : : : : i : ‘ ; ‘ APPELLANT AND BRITISH RAILWAYS BOARD . ‘ ‘ ‘ . RESPONDENTS B 1979 May 16, 17, 21; Lord Wilberforce, Lord Simon of Glaisdale, July 12 Lord Edmund-Davies, Lord Russell of Killowen and Lord Keith of Kinkel Practice — Discovery — Privilege — Accident report by servants of railways board in pursuance of practice of board—Partly c prepared for safety purposes and partly for obtaining legal advice in anticipation of legal proceedings —~ Whether latter purpose to be dominant for claim to privilege to succeed— Whether form of wording of report conclusive as to purpose for which prépared The plaintiff’s husband was employed by the defendant railways board. In a collision between locomotives, he received injuries from which he died. The practice of the D board when an accident occurred was that on the day of the accident a brief report was made to the railway inspectorate, soon afterwards a joint internal report (“the joint inquiry report”) was prepared incorporating statements of witnesses, which was also sent to the inspectorate, and in due course a report was made by the inspectorate for the Department of the Environment. The heading of the joint inquiry report stated that it had finally to be sent to the board’s solicitor for the E purpose of enabling him to advise the board. The plaintiff brought an action against the board under the Fatal Accidents Acts, alleging that the collision had been caused by their negligence, and sought discovery of, inter alia, the joint inquiry report. The board, who denied negligence and alleged that the collision had been caused or contributed to by the deceased’s own negligence, refused to disclose the report on the ground, as stated in an affidavit sworn on their behalf, F that one of the principal purposes of preparing it had been so that it could be passed to their chief solicitor to enable him to advise the board on its legal liability and, if necessary, conduct their defence to the proceedings, and that it was accordingly the subject of legal professional privilege. On an interlocutory application by the plaintiff for discovery of the report, the master ordered discovery, but an appeal by the G board from his order was allowed by Donaldson J., and the Court of Appeal by a majority (Eveleigh L.J. and Sir David Cairns, Lord Denning M.R. dissenting) dismissed an appeal by the plaintiff from Donaldson J.’s order. On appeal by the plaintiff: — Held, allowing the appeal, that the due administration of justice strongly required that a document such as the internal inquiry report, which was contemporary, contained statements H by witnesses on the spot and would almost certainly be the best evidence as to the cause of the accident, should be disclosed; that for that important public interest to be overridden by a claim of privilege the purpose of submission to the party’s legal advisers in anticipation of litigation must be at least the

oe a eres Document 57-1 Filed 03/14/16 Page 3 of 26 Waugh v. British Railways Board (HLL.(E.) ) [1980] dominant purpose for which it had been prepared; and that, in the present case,, the purpose, of obtaining legal advice in A anticipation df litigation having ‘been no more than of equal rank and weight with the purpose of railway operation and safety, the board’s claim for privilege.failed and the. réport should be disclosed. (post, pp. 531a—B, H—532B, 533B-D, 534e-G, 535B-c, 5378-G, 538a-B, 543c—545a, D-F). ae Birmingham and Midland Motor Omnibus Co. Ltd: v. London and North Western Railway Co. [1913] 3 K.B. 850, C.A. Ankin v. London and North Eastern Railway Co. [1930} B KB: 527, C.A. and Ogden v. London Electric Railway Co. . (1933) 49 TLR. 542, C.A. overruled. “Anderson v. Bank of British Columbia (1876) 2 Ch.D. 644, Sir George Jessel M.R. and CA. and Grant v. Downs (1976) 135 C.L.R. 674 considered. Per curiam. The fact that the cenit ‘fated: .on its ‘face that it had finally to: be sent to the board’s solicitor for the Cc purpose of- enabling him to advise it cannot be conclusive ~ - as to the dominant purpose for which.it was prepared (post, pp. 531A, 538a—B, 539n-G, 545E-F). Dictum of Lord Strathclyde, Tard cPreaident in’ Whitehill v. Glasgow Corporation, 1915 S.C. 1015, 1017 applied. Decision of the Court of Appeal reversed. The following cases are referred to in their Lordships’ opinions: , D Anderson v. Bank of British Columbia (1876) 2 .Ch.D. 644, Sir George Jessel M.R. and C.A. Ankin v. London and North Eastern Railway Co. [1930] 1 K.B. 527, C.A. Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850, C.A. Conway v. Rimmer [1968] A.C. 910; [1968] 2 W.L.R. 998; [1968] 1 E All E.R. 874, HL). © Crofter Hand Woven Harris Tweed Co. Ltd. v. Veitch [1942] A.C. 435; [1942] 1 All E.R. 142, H.L.(Sc.). Crompton (Alfred) Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405; [1973] 3 W.L.R. 268; [1973] 2 All E.R. 1169, H.L.,). D. v. National Society for the Prevention of Cruelty to Children [1978] FF A.C. 171; [1977] 2 W.L.R. 201; [1977] 1 All E.R. 589, H.L..). Grant v. Downs (1976) 135 C.L.R. 674; 11 A.L.R. 577. Jones v. Great Central Railway Co. [1910] A.C. 4, H.L.(E.). Jones v. Monte Video Gas Co. (1880) 5 Q.B.D. 556, C.A. Konia v. Morley [1976] 1 N.Z.L.R. 455. Lawrence v. Campbell (1859) 4 Drew. 485. Longthorn v. British Transport Commission [1959] 1 W.L.R. 530; [1959] G 2 All E.R. 32. Northern Construction Co. v. British Columbia Hydro and Power Authority (1970) 75 W.W.R. 21. Ogden v. London Electric Railway Co. (1933) 49 T.L.R. 542, C.A.Reg. in Right of Canada v. Hawker Siddeley Canada Ltd. (1976) 73 D.L.R. (3d) 453. Seabrook v. British Transport Commission [1959] 1 W.L.R. 509; [1959] 2 All E.R. 15. Southwark and Vauxhall Water Co. v. Quick (1878) 3 QO.B.D. 315, C.A.

Case 1:15-cv-07433-RWS Document 57-1 Filed lat a 4 of 26 AC - Waugh v. British Railways Board (H.L.(E,) ) .- Vernon v. Board of Education for the Borough of North York (1975) A 9-O.R.(2d) 613. Whitehill v. Glasgow Conperatign: 1915-S.C. 1015. The following additional cases were cited in argument:. Adam Steamship Co. Ltd. v. London Assurance Corporation (1914) 3 K.B. 1256, C.A. B Collins v. London General Omnibus Co. (1893) 68 L.T. 831, D.C. Cook v. North Metropolitan Tramway Co. (1889) 54 J.P. 263, D.C: London and Tilbury Railway Co. v. Kirk and Randall (1884) 28 S. J. 688, D.C. Westminster Airways Ltd. v. Kuwait. Oil Co. Lid. [1951] 1 K.B. 134; [1950] 2 All E.R. 596, C.A. . Woolley v. North London Railway Co. (1869) L.R. 4 C.P. 602, INTERLOCUTORY APPEAL from the Court of Appeal. By an action. against the- respondent defendants, the British Railways Board, the appellant plaintiff, Alice Simpson Waugh (widow of John Wallace Waugh, deceased), claimed damages against the board in respect of the death of the deceased under the provisions of the Fatal Accidents p Acts 1846-1959, alleging that a collision between two of the board’s, locomotives that had resulted in the death of the deceased, who had been employed by the board, had been caused by the negligence of the board, their servants or their agents. By their defence, the board denied negli-. gence, and alleged that the collision had been caused or contributed to by the deceased’s own negligence. The plaintiff sought discovery of an internal inquiry report made by two. officers of the board two days after the E accident, but the board refused discovery on.the ground of legal professional privilege. On an interlocutory application by the plaintiff, Master Bickford Smith, on January 26, 1978, ordered disclosure of the report, but Donaldson J., on May 8, 1978, allowed an appeal by the board from that order. The Court of Appeal, on July 28, 1978, by a majority (Eveleigh L.J. and Sir David Cairns, Lord Denning M.R. dissenting) dismissed an appeal p by the plaintiff. The plaintiff appealed by leave of the Court of Appeal. The facts are set out in their Lordships’ opinions. Peter Weitzman Q.C. and Michael Brent for the plaintiff. Where a report is brought into existence for several reasons or purposes only one of which is to obtain professional legal advice in litigation that is pending or anticipated, is it protected by legal professional privilege from disG covery? What is the test? There are a number of possible answers. (1) It is enough to secure privilege if the intention to obtain legal advice is a purpose, inter alia. (2) The intention to obtain legal advice must be at least a substantial purpose. (3) The purpose for which the document is brought into existence must be wholly or mainly that of obtaining professional legal advice, or it must have been “the primary,” “ the substanH five,” or “the dominant,’’ purpose (these different phrases have all been used in the cases). (4) It must be the sole purpose. The plaintiff says that the answer is (4), alternatively, possibly, (3). As to the authorities, the following preliminary observations may be

oe ere Document 57-1 Filed 03/14/16 Page 5 of 26 Waugh v. British Railways Board (H.L.(E.) ) [1980] made. At one time, the practice differed as between equity and common law. (2) R.S.C., Ord. 24, r. 5, first came into existence in 1894 as R.S.C., Ord. 31, r. 19A. It was not until then that there was power in the court to inspect the documents in respect of which privilege was claimed. The authorities fall into three groups: (i) pre-1913; (ii) Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 and Ogden v. London Electric Railway Co. (1939) 49 T.L.R. 542; (iii) the cases after that, which do not add B much. Southwark and Vauxhall Water Co. v. Quick (1878) 3 Q.B.D. 315 is strong authority for the “sole purpose” test, and Collins v. London General Omnibus Co. (1893) 68 L.T. 831 is also clear authority that at that stage the test was the “sole purpose” test. [Reference was made to Woolley v. North London Railway Co. (1869) L.R. 4 C.P. 602; Anderson v. Bank of British Columbia (1876) 2 Ch.D. 644; London and Tilbury Railway Co. v. Kirk and Randall (1884) 28 S.J. 688; Cook v. Cc North Metropolitan Tramway Co. (1889) 54 J.P. 263; and the Sixteenth Report of the Law Reform Committee (Privilege in Civil Proceedings) (1967) (Cmnd. 3472), pp. 8 (para. 17), 13.] Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 turns, to begin with, on the form of words used in the affidavit (Eveleigh L.J. in the present case D said that the judgment of Buckley L.J. there could be read in that way). It was not, therefore, intended to deal with the proper principles or test to be applied. Alternatively, Buckley and Hamilton L.JJ. were by implication referring to the “‘ dominant purpose ”’ test. The plaintiff relies on the passage at p. 860: ‘‘ The only authority . . .” Hamilton L.J. is at least saying that there is no authority for the view that the purpose does not at least have to be the primary or substantial purpose, and the judgment of Buckley L.J., even taken on its own, does not go to the extent of contradicting that of Hamilton L.J.: see at p. 856: “It is not I think necessary . . .” (In Southwark and Vauxhall Water Co. v. Quick, 3 Q.B.D. 315, the word “‘ merely ” was used a number of times by Brett L.J.) The argument in the Birmingham case was directed largely to the form of the affidavit. There is no suggestion in the report that there was any F other purpose. The judgment of Buckley L.J. relates primarily to the wording of the affidavit rather than to the substance of it. [Reference was made to Adam Steamship Co. Ltd. v. London Assurance Corporation [1914] 3 K.B. 1256 and Ankin v. London and North Eastern Railway Co. [1931] 1 K.B. 527.] Ogden v. London Electric Railway Co., 49 T.L.R. 542, is moving to the position that, as a matter of substance, it is enough that one, substan- G tial, purpose for bringing the document into existence is that it shall be available for legal advice. This is inconsistent with the judgments in Southwark and Vauxhall Water Co. v. Quick, 3 Q.B.D. 315. Scrutton L.J. misinterpreted that case, and wrongly extended what the Birmingham case decided. Ogden was wrongly decided, if it is authority that a substantial purpose is sufficient. Westminster Airways Ltd. v. Kuwait Oil Co. Ltd: yy (1951] 1 K.B. 134 is against the plaintiff: it shows that, since Ogden, the courts have been following Ogden and taking the view that a substantial purpose is enough. There is a reference to ‘‘ other purposes” at p. 143. A

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 shee 6 of 26 AC. Waugh v. British Railways Board (HLL.(E.) ) [Reference was made to Seabrook v. British Transport Commission [1959] 1 W.L.R. 509; Longthorn v. British Transport Commission [1959] 1 W.L.R. 530 and Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405.] The privilege should only be accorded where it is necessary in order to achieve the purpose for which it is designed. Where the party would have brought the document into existence apart from the seeking of legal B advice, there is no need for the privilege. Before 1894, when only the affidavit was produced, the inability of the court to inspect the actual documents could lead to abuse or mistake. Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 was the first case where the court examined what the affidavit had to say and also looked at the documents. Thus, the language of the affidavit was no longer vital. There were now two questions: should the court inspect the documents, and was the form of words conclusive? Because the court could inspect the documents, the form of words was no longer conclusive. [Reference was made to Grant v. Downs (1976) 135 C.L.R. 674; Wigmore’s Law of Evidence (1905), vol. iv, paras. 2317-2319 and R.S.C., Ord. 38, r. 29.] The plaintiff’s submissions, in summary, are as follows. 1. Ogden v. Dp London Electric Railway Co., 49 T.L.R. 542, was wrongly decided. One can go back to the situation before Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850, where, as was said in Southwark and Vauxhall Water Co. v. Quick, 3 Q.B.D. 315, the sole purpose test was the appropriate test. What is said by Lord Cross of Chelsea in Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405, with the concurrence of the others of their Lordships, is that the matter is now open for the House to decide what is the appropriate test to be applied—that is, presumably, that which is most desirable in the interests of justice. If privilege is to be accorded to a document, it is only to be accorded where that is necessary for the basic rationale of the rule, as expressed, inter alia, by Sir George Jessel M.R. in F Anderson v. Bank of British Columbia (1876) 2 Ch.D. 644, 648-649. If a document comes into existence in circumstances such that it cannot be shown that it would not have come into existence but for the purposes of litigation, then in truth the privilege does not serve the purpose that is the basis of the rule, but merely provides an adventitious advantage. This is particularly the case with large corporate employers who are obliged to collect knowledge, as in this case. These points were made in Grant v. Downs, 135 C.L.R. 674, on which the plaintiff very much relies. The problem posed can best be met by applying the sole purpose test; alternatively, the dominant purpose test, on the basis that the dominant purpose is the one that, if it had not existed, would mean that the document would not have come into existence. Here, the litigation purpose is at the highest one of two equal H_ purposes. Francis Irwin Q.C. and Frederick Marr-Johnson for the board. The powers of the inspectors appointed by the Secretary of State are set out in section 4 of the Regulation of Railways Act 1871. The report of A

ree Document 57-1 Filed 03/14/16 Page 7 of 26 : Waugh v. British Railways Board (H.L.(E.) ) [1980] October 29, 1976, can be obtained by. ariyone from the Ministry of Transport or Her Majesty’s Stationery Office. One of the objects of privilege is to prevent one party Geta seeing in detail what the other party’s case is. It is very difficult to define “‘ substantial.” As to the tests, (1) once duality has been raised, there is no English case that has approved the sole purpose test. The only case, Telied on by the plaintiff, is Grant v. Downs, 135 C.L.R. 674. (2) the dominant purpose test has not been used by any judge except Barwick C.J. in Grant v. Downs. How does one assess dominance? Dominance in whose eyes? At what particular time? [Lorp EpMuND-Davigs. In a civilised society, would not the dominant purpose be to find out what happened, so as to prevent it from happening again? ] In this case, there was no dominant purpose. The second report, the C joint inquiry report of May 6, 1976, was really the collection of evidence. One difficulty of this approach is to distinguish between one aspect and another: which is the important one? The answer here should therefore be that'the real test here can be described as: a ‘‘ substantial purpose ”’— a substantial purpose ’’—test, or an “‘ appreciable purpose” test. ‘‘ An appreciable ” means. that it is something of consequence. The board does yy not accept the substantial purpose test because there was not a substantial purpose here. If there had been one, they would not go as far as to accept that. test. They would accept that it is a question of ‘* dominant in whosé eyes? ’” Even there, there is difficulty, because one might have, for example, two members of a family charged with making a report about an accident that had happened to them: one might regard the dominant purpose of the report: as liability, the other safety. ‘‘.4 dominant pur- E pose ” means a substantial purpose without the need to inquire whether it was the dominant purpose. -There are two basic criteria: (1) that the test should be fair to both parties to the litigation; (2) that it should be simple to understand and easy to apply in practice. Support for the “a substantial purpose” test is found in the judgment of Diplock J. in Longthorn v. British Transport Commission {1959] 1 W.L.R. 530, 534; see also Konia F v. Morley [1976] 1 N.Z.L.R. 455 and the test that Eveleigh L.J. applied in the present case. Provided that the board establish a substantial purpose, they concede that there may be cases—not this one—where there may be a more important function. Thus, the substantial, appreciable purpose test ought to be applied. It represents the law and practice of at least ‘the last 60 years. It is fair to both parties, in the sense that the privilege attaching to the document supports the case of the board in this instance. G It has that advantage, but it precludes the plaintiff, on general grounds, from having access to information to. which otherwise she would be entitled. [Lorp SIMON OF GLAISDALE. There are two conflicting principles— ‘curiously, both advanced to further the administration of justice. They point in different directions. One usually tries to resolve such a conflict yy by finding a middle line. ] = + That is the difficulty here: to find a workable middle line. This advances the board’s case for ‘substantial ”’ or “ appreciable.”

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 «dane 8 of 26 AC, ’ “Waugh v. British Railways Board (HLL.(E;) ) [Lorp.RUSSELL OF KILLOWEN. What about the preliminary au report?: There must also.have been a report -to the police? ] The accident report was not disclosed. The coroner’s notes were dis. closed. The ‘board could hold ‘two. inquiries, -one as to liability and’one as to safety. It could not then be said that the first would be ciscloss O's The second would’be. * . The plaintiff says that Southwark: ine Vauxhall Water Co. Vv. Quick; B 3 QB.D: 315, is ‘strong authority for the sole purpose test. There, the court was not concerned with any duality of purpose, and they were not directing their mind to that-point. “Secondly, ‘the plaintiff says that Birmingham and Midland Motor Omnibus Co.’ Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 turned mainly on the form of ‘words used in thé affidavit and was not, therefore, intended to deal with the proper principles and the test to be applied; alternatively; she suggests that Buckley and Hamilton L.JJ. were by implication referring to the dominant purpose test: That case has been considered ever since it was decided as settling matters of principle; and it is not correct to say that within the language used the court were favouring the dominant purpose test. There is no distinction between ‘‘ primary” and ‘ domins ant ”” ; that is why one should prefer the substantial purpose test. D - The plaintiff said that Ogden v. London Electric Railway Co., 49 T.L.R. 542, was wrongly decided: Scrutton L.J. misinterpreted the Southwark and Vauxhall case and extended what had. been decided in the Birmingham case. Ogden, like the Birmingham case, has been regarded as settling matters of principle now for’a great number of years; Scrutton LJ. took a correct view of the Southwark and Vauxhall case and correctly interpreted and applied the Birmingham case. The present state of the E law, based principally on the Birmingham case, the Ogden case and other cases referred to in Seabrook. v. British Transport Commission [1959]. 1 W.L:R. 509, may be summarised as follows. (1) All communications. between a client or his legal adviser and‘ third parties are prima facie privileged if one of the purposes for which they are made is the purpose of pending or contemplated litigation. (2) This purpose need not be the fF “dominant” purpose for the document’s existence, but it must be a “substantial ’ or ‘‘ appreciable’”’ purpose. (3) Whether or not the purpose is sufficiently substantial to attract the cloak of privilege will be a question of fact and degree in évery case. There is no magic in any particular form of words, and (for example) it is not necessary that the affidavit should state that information was obtained “ solely ” or ‘“‘ merely ” or “ primarily ”’ for the legal adviser. (4) Such a communication remains. G privileged notwithstanding the fact that it is brought into existence as a matter of routine, or in accordance with standing instructions, and notwithstanding the fact that it may pass through various hands before coming finally to the legal adviser. If the test is dominant purpose, it is possible to argue that the domiinaiit purpose of the joint inquiry report was an inquiry into liability. The H. “ label“ on the affidavit of the assistant to the general manager of the board’s Eastern Region in support of the board’s claim of privilege and on the joint inquiry report cannot be more than an indication of its pur> pose. Paragraph 2 of the board’s list of documents, stating that they have:

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 9 of 26 $28 ; Waugh v. British Railways Board (H.L.(E.) ) [1980] in their possession, custody or power the documents “relating to the A matters in question in this action”? enumerated in the first schedule, is standard form. Marr-Johnson following on the Commonwealth authorities. As to Grant v. Downs, 135 C.L.R. 674, the House should have in mind the principle set out by the majority there. Using shorthand, they applied the sole purpose test. The judgment of the majority is based on a fallacy, based on a misunderstanding of Anderson v. Bank of British Columbia B (1876) 2 Ch.D. 644: see at pp. 687-689. It can be reduced to four propositions. (1) An ordinary individual can always be compelled to disclose his own knowledge of relevant facts. (2) A corporation generally has to acquire knowledge of relevant facts through the written communications of its agents. (3) It would be extraordinary if a corporation could claim the benefit of a privilege that was not available to an ordinary individual. (4) The majority conclude that, if the dual purpose claim is allowed the effect would be precisely that. The board agrees with (3), but (4) does not follow from (1) and (2). (1) is correct, but ‘‘ relevant facts”? means the basic facts of the transaction, the res gestae, one might almost say: the written documents in an accident case—typically, the entry in the accident book in a factory case—or, in a commercial case, the bank account in question. Anderson v. Bank of British D Columbia is probably right if one reads it from end to end. The facts were wholly different from those in Grant v. Downs. That is plain, especially from the judgment of Mellish L.J., at p. 658: “*. . . as to the question that we have to decide in this case. . .” It is well-established that a client is entitled to act on behalf of his legal adviser in obtaining information from third parties. A corporation is in no different position from an individual. That point was made clearly by Cotton L.J. in Southwark and Vauxhall Water Co. v. Quick, 3 Q.B.D. 315, 321. There is no difference at all that the board is aware of. It is plain from all the judgments in Anderson v. Bank of British Columbia, 2 Ch.D. 644, particularly that of Mellish L.J., that all the documents there would legitimately have been the subject of discovery if the bank had been in England: they were, in truth, bankers’ records. F The board is not aware of any case other than Grant v. Downs, 135 C.L.R. 674, where the sole purpose test has been applied. It is not right to draw the line at that particular point. If one is to draw a line at all, one should draw it where it is capable of being applied easily in practice (it is not only High Court judges who have to apply it). Apart from Australia, the Commonwealth authorities all apply the substantial purpose test, which does work adequately in practice. One G might have two different safety officers, one concerned with safety, one with liability. Or one might have a document 90 per cent. of which was concerned with safety, 10 per cent. with liability. These Commonwealth cases follow the practice in England and Wales, and in two of them where the substantial purpose test was applied the claim to privilege failed: Northern Construction Co. v. British Columbia Hydro and Power W Authority (1970) 75 W.W.R. 21 and Vernon v. Board of Education for the Borough of New York (1975) 9 O.R. (2d) 613. Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2)

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 , 529 9° 10 of 26 AC. Waugh v. British Railways Board (H.L.(E.) ) [1974] A.C. 405 was considered in Reg. in Right of Canada v. Hawker Siddeley Canada Ltd. (1976) 73 D.L.R. (3d) 453. [Reference was made to Konia v. Morley [1976] 1 N.Z.L.R. 455.] Weitzman Q.C. in reply. One should not go through this report line by line, but should look at what the person says who inspired it. There is confusion in the board’s argument between the function of pleadings on the one hand: and particulars on the other. One should distinguish B between the purpose for which the report was made and the use eventually made of its contents. As to the proposition that the test should be simple to understand and easy to apply, that is the whole question here. It is very difficult to say exactly where such a test as “‘a@ substantial purpose ” draws the line. It seems as though the Law Reform Committee in its Sixteenth Report (Privilege in Civil Proceedings) (1967) (Cmnd. 3472) were recommending the dominant purpose test: see at p. 8, para. C47: * wholly or mainly.” Even if the board’s historical summation of the authorities be right, the House in Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405 regarded the matter as open for reconsideration. It is quite impossible that the board should succeed on the dominant D purpose test, because their affidavit falls far short of it. That was recognised by Eveleigh L.J. As to the Commonwealth authorities, see Grant v. Downs, 135 C.L.R. 674: the Commonwealth cases more or less follow what was said in Seabrook v. British Transport Commission [1959] 1 W.L.R. 509 and Longthorn v. British Transport Commission [1959] 1 W.L.R. 530. E Fairness and good sense suggest that the privilege should be limited to those cases where it is essential that it should be granted. Where a document would have been produced anyway, whether there was to be litigation or not, that suggests that the privilege is not necessary. Their Lordships took time for consideration. _ July 12. Lorp WixsBerrorce. My Lords, the appellant’s husband was an employee of the British Railways Board. A locomotive which he was driving collided with another so that he was crushed against a tank wagon. He received injuries from which he died. The present action is brought under the Fatal Accidents Acts 1846-1959 and this appeal arises out of an interlocutory application for discovery by the board of a report called the G “joint inquiry report,” made by two officers of the board two days after the accident. This was resisted by the board on the ground of legal professional privilege. The Court of Appeal, Eveleigh L.J. and Sir David Cairns, Lord Denning M.R. dissenting, refused the application. When an accident occurs on the board’s railways, there are three reports which are made. 1. On the day of the accident a brief report of the H_ accident is made to the Railway Inspectorate. 2. Soon afterwards a joint internal report is prepared incorporating statements of witnesses. This too is sent to the Railway Inspectorate. Preparation of this report, it appears, is a matter of practice: it is not required by statute or statutory regulaA.C, 1980—20

GaSe ae perenne Document 57-1 Filed 03/14/16 Page 11 of 26 Lord Wilberforce ‘Waugh v. British Railways Board (H.L.(E.) ) [1980] tion.. 3. In due course.a report is made by the Railway Inspectorate for the Department of the Environment. The document now in question is that numbered 2. The circumstances in which it came to be prepared, and the basis for the claim of privilege, were stated in an affidavit sworn on behalf of the board by Mr. G. T. Hastings, assistant to the general manager of the Eastern Region. I find it necessary to quoté the significant passages in this affidavit. “3. The general manager of the Eastern Region is required (as are the general managers of the other railways regions) to submit returns to the Department of [the] Environment in respect of accidents occurring on or about any railway ... 6. It has long been the practice of the board and its predecessors to require that returns and reports on all accidents occurring on the railway and joint internal departmental inquiries into the causes of the said accident be made by the local officers of C the board who would forward them to their superiors in order to assist in establishing the causes of such accidents. 7. Such reports and the statements of ‘witnesses to such accidents are made for the purposes mentioned in paragraphs 3 and 6 of this affidavit and equally for the purpose of being submitted to the board’s solicitor as material upon, which he can ‘advise the board upon its legal liability and for D the purpose of conducting on behalf of the board any proceedings _ arising out of such accidents . ... 9. It is commonly anticipated by the ‘ board that: (a) where an employee of the board suffers personal injury ‘or death at. work or (b) where a passenger suffers loss [or] personal injury: or death while on or about the railway a claim for damages will be made against the board and proceedings will ensue if liability is repudiated. The present action is brought as the result of a fatal E accident suffered at. work by the late husband of the plaintiff and ’ it was anticipated from the very outset that a claim for damages would almost certainly ensue.; 10. The documents in this action namely the reports made by the board’s officers and servants and the report referred to in correspondence as: the internal inquiry report. for which the defendants have claimed privilege in part 2 of the first schedule of. their -list of documents dated November 11, 1977, came into existence. by reason of the fact that the appropriate officer, in _ this. case the divisional manager at Newcastle, in accordance with long . Standing practice was required to and did so call for such reports and statements. One of the principal purposes for so doing was so that they could be passed to the board’s chief solicitor to enable him to advise the board on its legal liability and if necessary conduct its G defence to these proceedings. 11. The internal inquiry report in fact states on the face of it that it has finally tobe sent to the solicitor for the purpose of enabling him to advise the board.” This last paragraph refers to ‘the’ ‘wording which appears at the head of the report: ' — ‘ “For the information of the board's eilicice: This foi is to be “used: by every ‘person reporting an occurrence when litigation by or -. ‘against ‘the B.R.B.:is anticipated. -It is to be:-provided by: the person 6

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 534 29e 12 of 26 AC. . Waugh v. British Railways Board (H.L.(E.)) Lord :Wilberforce A! ‘making it to his immediate superior officer and has finally to be sent to the solicitor for the purpose of enabling him to advise.the B.R.B. in regard thereto.” . Whatever this heading may say, the affidavit makes it clear that the report was prepared for a dual purpose: for what may be called railway operation and safety purposes and for the purpose of obtaining legal B advice in anticipation of litigation, the first being more immediate than the second, but both being described as of equal rank or weight. So the question arises whether this is enough to support a claim of privilege, or whether, in order to do so, the second purpose must be the sole purpose, or the dominant or main purpose. If either of the latter is correct, the claim of privilege in this case must fail. My Lords, before I consider the authorities, I think it desirable to C attempt to discern the reason why what is (inaccurately) called legal professional privilege exists. It is sometimes ascribed to the exigencies of the adversary system of litigation under which.a litigant is entitled within limits to refuse to disclose the nature of his case until the trial. Thus one side may not ask to see the proofs of the other side’s witnesses:or the opponent’s brief or even know what witnesses will be called: he must D wait until the card is played and cannot try to see it in the hand. This argument cannot be denied some validity even where the defendant is a public corporation whose duty it is, so it might be thought, while taking all proper steps to protect its revenues, to place all the facts before the public and to pay proper compensation to those it has injured. A more powerful argument to my mind is that everything should be done in order to encourage anyone who knows the facts to state them fully and candidly E -—as Sir George Jessel M.R. said, to bare his breast to his lawyer: Anderson y. Bank of British Columbia (1876) 2 Ch.D. 644, 699. -This he nny not do unless he knows that his communication is privileged. _ od But the preparation of a case for litigation is not the. -only interest which call for candour. In accident cases ‘ . the safety of the public may well. depend on the candour and completeness ‘of. reports. made by F subordinates whose duty it is to draw attention to defects”: Conway v. Rimmer [1968] A.C. 910, per Lord Reid, at p. 941. This however does not by itself justify a claim to privilege since, as Lord Reid continues: . . no one has ever suggested that public safety has been endangered , by the candour or completeness of such reports having been ‘inhibited by the fact that they may have to be produced if the interests of the G K .due administration of justice should ever Tequire production at any time.” Ls So one may deduce from this the ‘iindinis shat while privilese may be required in order to induce candour in statements made for the purposes of litigation it is not required in relation to statements whose ” purpose is different—for example to enable a railway to operate safety. : H __ It is clear that the due administration of justice strongly requires dis. closure and production of this report: it was contemporary; it contained statements by witnesses on the spot; it would be not merely. relevant evidence, but’ almost certainly the best ‘evidence as to the cause of the

Case,4,15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 13 of 26 Lord Wilberforce | Waugh v. British Railways Board (H.L.(E.) ) [1980] accident. If one accepts that this important public interest can be overridden in order that the defendant may properly prepare his case, how close must the connection be between the preparation of the document and the anticipation of litigation? On principle I would think that the purpose of preparing for litigation ought to be either the sole purpose or at least the dominant purpose of it: to carry the protection further into cases where that purpose was secondary or equal with another purpose would seem to be excessive, and unnecessary in the interest of encouraging B truthful revelation. At the lowest such desirability of protection as might exist in such cases is not strong enough to outweigh the need for all relevant documents to be made available. There are numerous cases in which this kind of privilege has been considered. A very useful review of them is to be found in the judgment of Havers J. in Seabrook v. British Transport Commission [1959] 1 W.L.R. 509 which I shall not repeat. It is not easy to extract a coherent principle from them. The two dominant authorities at the present time are Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 and Ogden v. London Electric Railway Co. (1933) 49 T.L.R. 542, both decisions of the Court of Appeal. These cases were taken by the majority of the Court of Appeal in the present case to require the granting of privilege in cases D where one purpose of preparing the document(s) in question was to enable the defendants’ case to be prepared whether or not they were to be used for another substantial purpose. Whether in fact they compel such a conclusion may be doubtful—in particular I do not understand the Birmingham case to be one of dual purposes at all: but it is enough that they have been taken so to require. What is clear is that, though loyally followed, they’ do not now enjoy rational acceptance: in Longthorn Vv. British Transport Commission [1959] 1 W.L.R. 530 the manner in which Diplock J. managed to escape from them, and the tenor of his judgment, shows him to have been unenthusiastic as to their merits. And in Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405 Lord Cross of Chelsea, at p. 432, pointedly left their correctness open, while Lord Kilbrandon stated, at fF p. 435, that he found the judgment of Scrutton L.J. in Ogden v. London Eleétric Railway Co., 49 T.L.R. 542, 543-544, “hard to accept.” Only Viscount Dilhorne (dissenting) felt able to follow them in holding it to be enough ‘if -one- purpose was the use by solicitors when litigation was anticipated. The whole question came to be considered by the High Court of Australia in 1976: Grant v. Downs, 135 C.L.R. 674. This case involved @ reports which had “as one of the material purposes for their preparation ” submission to legal advisers in the event of litigation. It was held that privilege could not be claimed. In the joint judgment of Stephen, Mason and Murphy JJ., in which the English cases I have mentioned were discussed and analysed, it was held that “legal professional privilege” must be confined to documents brought into existence for the sole purpose of 4 submission to legal advisers for advice or use in legal proceedings. Jacobs J. put the test in the form of a question, at p. 692: “.. . does the purpose ’—in the sense of intention, the iritended use—“ of supplying A

Case 1:15-cv-07433-RWS Document 57-1 Filed Caen Fae 14 of 26 AC. Waugh v. British Railways Board (H.L.(E.)) Lord Wilberforce the. material to the legal adviser account for the existence of the material? ” Barwick C.J. stated it in terms of “dominant” purpose. This is closely in line with the opinion of Lord Denning M.R. in the present case that the privilege extends only to material prepared “wholly or mainly for the purpose of preparing [the defendant’s) case.” The High Court of Australia and Lord Denning M.R. agree in refusing to follow Birmingham and Midland Motor Omnibus Co. Ltd. v. London B and North Western Railway Co. [1913] 3 K.B. 850 and Ogden v. London Electric Railway Co., 49 T.L.R. 542, as generally understood. My Lords, for the reasons I have given, when discussing the case in principle, I too would refuse to follow those cases. It appears to me that unless ‘the purpose of submission to the Jegal adviser in view of litigation is at least the dominant purpose for which the relevant document was prepared, the reasons which require privilege to be extended to it cannot apply. On the other hand to hold that the purpose, as above, must be the sole purpose would, apart from difficulties of proof, in my opinion, be too strict a requirement, and would confine the privilege too narrowly: as to this I agree with Barwick C.J. in Grant v. Downs, 135 C.L.R. 674, and in substance with Lord Denning M.R. While fully respecting the necessity for the Lords Justices to follow previous decisions of their court, I find D myself in the result in agreement with Lord Denning’s judgment. I would allow the appeal and order disclosure of the joint report. Lorp SIMON OF GLAISDALE. My Lords, the appellant’s late husband, an employee of the respondents, was killed in an accident on part of their railway system. In accordance with their usual practice, shared by many industrial and commercial undertakings in such circumstances, a report E was made about the accident. As so often, the report came into being partly for the purpose of ascertaining whether the working system was defective. and could be improved so as to obviate such accidents, partly for the purpose of informing the respondents’ solicitors in case of the threat or initiation of litigation, which, at the time when the report was made, was contemplated by the respondents as possible or probable. fF The report, as is usual, contains statements by -all such persons as could throw light on the circumstances of the accident, the majority of whom could be witnesses in any ensuing litigation. Litigation having in fact been started by the appellant against the respondents, the former has sought disclosure of the report to assist her in the preparation and/or conduct of her case. The respondents resist its disclosure, on the grauns that it is protected by legal professional privilege. G The situation being far from unusual, the issue has quite drécieritly been before the courts. The English authorities were meticulously reviewed by Havers J. in Seabrook y. British Transport Commission [1959] 1 W.L.R. 509. His conclusion was that he was bound by what had been said by the majority of the Court of Appeal in Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. H_ [1913] 3 K.B. 850, and by the ensuing Court of Appeal decisions in Ankin v. London and North Eastern Railway Co. [1930] 1 K.B. 527 and Ogden v. London Electric Railway Co., 49 T.L.R. 542. The law thus laid down was that such a report need not be disclosed if one of its purposes

a eee Document 57-1 Filed 03/14/16 Page 15 of 26 ppl : .Waugh v. British Railways Board (H.L.(E.) ) [1980] (even ‘though subsidiary) was to inform the solicitor with a view to A litigation contemplated as possible or probable. That this-was the correct distillation of the prevailing case law was recognised by Diplock J. in Longthorn Vv. British Transport Commission [1959] 1 W.L.R. 530; though he deftly avoided its application. It was also recognised as the prevailing English: law, and: applied, by various Canadian courts: see Northern Construction Co. Vv. British Columbia Hydro and Power Authority (1970) 75 W.W.R. 21; Vernon v. Board of Education for the Borough of North B York (1975).9 O.R.(2d) 613; Reg. in Right of Canada v. Hawker Siddeley Canada Ltd. (1976) 73 D.L.R. (3d) 453. In New Zealand, too, the Court of: Appeal held that to attract privilege its use in reasonably apprehended litigation need not be the only purpose of the document (though it must be an appreciable purpose): Konia v. Morley [1976] 1 N.Z.L.R. 455. Ankin v. London and North Eastern Railway Co. [1930] ‘1s K.B. 527 -and Ogden v. London Electric Railway Co., 49 T.L.R. 542 being English Court of Appeal decisions, the law declared there was binding on, and: applied by the majority of, the Court of Appeal in the instant case. '' The earlier authorities are, however ‘by no means so categorical; and the views of Hamilton L.J. in Birmingham and'Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 D were preferred, though not as a matter of decision, by the majority of the members of the Appellate Committee in Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405; and it was the Birmingham case which was the foundation of Ankin and Ogden. In Grant v. Downs, 135 C.L.R. 674, the majority of the High Court in Australia took those earlier authorities into account E and also the doubt that had been thrown on the more recent ones in Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. 2); and, weighing various other considerations, held that to attract privilege the use of the document for reasonably anticipated litigation must be its sole purpose. Barwick C.J., at p. 677, “Having considered the decisions, the writings and the various aspects of the public interest which claim attention,” thought that use of the document F either for legal advice or to be used in reasonably apprehended litigation had to be the dominant purpose in order to attract privilege from disclosure. The Law Reform Committee, in its Sixteenth Report (Privilege in ‘Civil Proceedings) (1967) (Cmnd. 3472) thought that, under the subsisting English law, the test of privilege was that the document should be “wholly or mainly” for the purpose of preparing one’s case in G litigation then pending or contemplated (para. 17); and, although I do not myself consider that that was the prevailing law (nor, indeed, I think, did Lord Denning MLR. in the instant case, for all that he favoured it as the test),-the views of such an eminent committee are entitled to pret respect. - The upshot ‘of this cursory conspectus of the authorities is that your Lordships are, in my view, free to consider the issue on grounds of principle and convenience, unembarrasséd by previous authority, which, rather, constitutes diverse springboards. The appellant argues that the

Case 1:15-cv-07433-RWS Document 57-1 Filed aati 16 of 26 AC, Waugh v. British Railways Board (H.L.(E.) ) eo aisdale A correct test is that preferred by the majority of the High Court in: Grant v. Downs, 135 C.L.R. 674, namely the sole purpose; or,. alterna= tively, that preferred by Barwick C.J. in that case, namely the dominant purpose. The respondents argue that Ankin v. London and North Eastern Railway Co. [1930] 1 K.B. 527 and Ogden. v. London Electric Railway Co., 49 T.L.R. 542, were correctly decided, and that it is sufficient to attract privilege from disclosure if one of the purposes B (however subsidiary) is with a view to apprehended litigation. The issue exemplifies a situation which frequently causes difficulties— where the forensic situation is covered by two valid legal principles which point each to a different forensic conclusion. Here, indeed, both principles subserve the same legal end—the administration of justice. The first principle is that the relevant rules of law should be applied to the c_ Whole body of relevant evidence—in other words, in principle all relevant evidence should be adduced to the court. The report in question in this appeal undoubtedly contains information relevant to the matters in issue in the litigation here. The first principle thus indicates that it should be disclosed, so that the appellant may make use of it if she wishes. The second general principle arises out of the adversary (in contradiction to the inquisitorial) system of administration of justice. Society provides an objective code of law and courts where civil contentions can be decided. But it contents itself with so providing a forum and a code (and nowadays some finance for those who could not otherwise get. justice). Having done so much, society considers that it can safely leave each party to bring forward the evidence and argument to. establish his/her case, detaching the judge from the hurly-burly of contestation E and so enabling him to view the rival contentions dispassionately. It is true that this does not .in itself give rise to legal professional privilege. Sir Thomas -More;, before his. time for judicial and administrative responsibility, had a different system for the Utopians: *“ For they thinke it most mete, that euery man shuld pléadé his owne matter, and tell the same tale before the ‘iudge, that he would tel to F .__ his man of lawe. So shall there be lesse circumstaunce of wordes, and the trwth ‘shal soner cum to light; whiles the -iudge with a discrete judgement doth waye the wordes of hym whom.no lawier hath ‘instruct with deceit; and whiles he helpeth and beareth out simple wittes agaynst the false and malicious circumuertions of craftié chyldren.” (Utopia, 1516, tr. Ralph Robinson; 1551; Bk. 2, [ch:°7].) G This is all very. fine; but that great moralist and master -of. common sense, Dr. Johnson, saw.the snag. Quite apart, from. the descent of the judge into the arena: . ee A ok “As it rarely happens that a man is fit 1 ‘to plead his own’ causé, lawyers are a class of the community, who, by: study and experience, have ‘acquired the art: and power of arranging evidence, and- of H applying to the points at issue what the law has settled: A lawyer is to do for his client all that his client might fairly do for himself; if -he could.” (Boswell, Life of Johnson, ed. Birkbeck Hill- (1950), vol. v, 26). eo yea, over ee

Case, i 15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 17 of 26 ied ince Waugh v. British Railways Board (H.L.(E.) ) [1980] So the adversary system calls for legal representation if it is to operate with such justice as is vouchsafed to humankind. . This system of adversary forensic procedure with legal professional advice and representation demands that communications between lawyer and client should be confidential, since the lawyer is for the purpose of litigation merely the client’s alter ego. So too material which is to go into the lawyer’s (i.e. the client’s) brief or file for litigation. This is the basis for the privilege against disclosure of material collected by or on B behalf of a client for the use of his lawyer in pending or anticipated litigation: see Cotton L.J. in Southwark and Vauxhall Water Co. Vv. Quick (1878) 3 Q.B.D. 315, 321-322; D. v. National Society for the Prevention of Cruelty to Children [1978] A.C. 171, 231; Sixteenth Report of the Law Reform Committee, paras. 17-21. Apart from the limited exception of some expert evidence, for which the Rules of the Supreme Court make express provision (Ord. 38, r. 37), a party in civil litigation is not entitled to see the adversary’s proofs of what his witnesses will say at the trial; there has been no suggestion that he should be so entitled; and any such development would require the most careful consideration based on widespread consultation. The report. in question in this appeal undoubtedly contains material collected by or on behalf of the respondents for the use of their solicitors in anti- D cipated litigation. The second principle thus indicates that the respondents are entitled to claim that it is confidential as between themselves and. their solicitors and that they are not bound to disclose it. .’ Historically, the second principle—that a litigant must bring forward his own evidence to support his case, and cannot call on his adversary to make or aid it—was fundamental to the outlook of the courts of common law. The first principle—that the opponent might be compelled E to disclose relevant evidence in his possession—was the doctrine of the Chancery, a court whose conscience would be affronted by forensic success contrary to justice obtained merely through the silent non-cooperation of the defendant (see Y.B. 9 Ed. IV, Trin. 9), and which therefore had some. inclination to limited inquisitorial procedures. The conflict between the Chancery and the courts of common law was, here as elsewhere, fF ultimately resolved by compromise and accommodation. I can see no intrinsic reason why the one principle rather than the other should prevail in a situation where they are counter-indicative. Neither is absolute: both: are subject to numerous exceptions. For example, if a document protected by legal professional privilege (or secondary evidence of it) has been obtained by the opposite party independently—even through the default of the legal adviser—even by G dishonesty—either will probably be admissible: Phipson on Evidence, 12th ed. (1976), p. 241, para. 584; Sixteenth Report of the Law Reform Committee, para. 31. The numerous exceptions to the principle that all relevant evidence should be disclosed arise partly from historical reasons (the tensions ‘between the courts of common law, where questions of fact weré tried, and the Court of Chancery, where the remedy of discovery was developed), partly from considerations of justice, partly from wider social considerations: see D. v. National Society for the Prevention of Cruelty to Children [1978] A.C. 171, at pp. 231 et seq. Thus the A

Case 1:15-cv-07433-RWS Document 57-1 Filed SEES ae 18 of 26 AC, Waugh v. British Railways Board (H.L.(E.) ) toa Sac A historical exclusion of hearsay evidence, “‘ the best evidence” rule and “without prejudice’ communications are examples of exceptions to the principle of adduction of all relevant evidence. So too is the rule excluding, in general, evidence going merely to the discredit of a witness, even though the credibility of the witness may be decisive of the case. But the exception which most nearly touches the issue facing your Lordships was cogently invoked in this very connection by James L.J. ‘B in Anderson v. Bank of British Columbia, 2 Ch:D. 644, 656: “ . as you have no right to see your adversary’s brief, you have no right to see that which comes into existence merely as the materials for the brief.” The adversary’s brief will contain much relevant material; nevertheless, Cc you cannot see it because that would be inconsistent with the adversary forensic process based on legal representation. I would, though, draw attention to the word “merely” in James L.J.’s dictum. There is, then, no a priori reason why the one general principle should yield to the other. But in my judgment each party’s main contention would virtually result in the total exclusion of the principle relied on by the other. The rule in Ogden in effect means that reports such as that in the instant case will always be excluded, because it is unlikely that there is not in such circumstances even the subsidiary purpose of informing the legal advisers. On the other hand, to enjoin that privilege can only be claimed if the information of legal advisers is the sole purpose of the report will in effect mean that such reports must always be disclosed, because it is unlikely that in such circumstances there will not be E even the subsidiary purpose of ascertaining whether the system of work can be improved. Indeed, in this type of report causation and fault can hardly be kept apart. Your Lordships will therefore, I apprehend, be seeking some intermediate line which will allow each of the two general principles scope in its proper sphere. Various intermediate formulae as a basis for the privilege have been canvassed in argument before your Lordships, most based on some authority—the obtaining of legal advice was “an appreciable purpose”; “a substantial purpose”; “the substantial purpose”; it was “wholly or mainly” for that purpose; that was its “dominant ” purpose; that was its “ primary” purpose. Some of these are in my view too vague. Some ‘give little or no scope to the principle of open litigation with the minimum exclusion of G relevant evidence. The one that appeals most to me is “dominant” purpose, as it did. to Barwick C.J. in Grant v. Downs, 135 C.L.R. 674. It allows scope to each of the governing principles. It seems to me less quantitative than “mainly”; and I think it would be easier to apply— the law is already cognisant of the concept of a dominant purpose—in the law of conspiracy, for example (see Crofter Hand Woven Harris H Tweed Co. Ltd. v. Veitch [1942] A.C. 435, especially at pp. 445 (Viscount Simon L.C.), 452 (Viscount Maugham) ), and in the law as to fraudulent preference in bankruptcy (see Halsbury’s Laws of England, 4th ed., vol. 3 (1973), pp. 496, 499, paras. 908, 913).

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 19 of 26 538 op tee Waugh v. British Railways Board (H.L.(E.) ) [1980] I would therefore overrule Ankin v. London and North Eastern A Railway Co. [1930] 1 K.B. 527 and Ogden v. London Electric Railway Co., 49 T.L.R. 542. My noble and learned friend on the Woolsack has already cited the crucial passages from the affidavit of Mr. Hastings. These show that the procuring of legal advice or preparation for litigation was not the dominant purpose of the report. It follows that the claim for legal professional :privilege fails, and the report must be disclosed. B Accordingly, I would allow the appeal. Lorp Epmunpb-Daviges. My Lords, the circumstances of the fatal accident on May 4, 1976, giving rise to this litigation have already been related by my noble and learned friend Lord Wilberforce. A copy of the short report sent the same day by the respondent board to the ¢ Ministry of Transport in accordance with section 6 of the Regulation of Railways Act 1871 has been furnished to the appellant’s solicitors. They have also been supplied with a copy of the report of October 29, 1976, prepared by the Railway Inspectorate of the Department of Transport. But what has not been disclosed is the May 6, 1976, report based upon a joint internal inquiry conducted by the board’s personnel. The importance to the appellant of such a report, made only two days after D the accident and. when the memory of witnesses were fresh, is manifest. But from the outset disclosure of its contents has been resisted. In their list of documents the board claimed that they were “.. . documents which came into existence and were made by the defendants or their officers or servants after this litigation was in contemplation and in view of such litigation for the purpose of E obtaining for and furnishing to the solicitor of the defendants evidence and information as to the evidence which will be obtained or otherwise for the use of the said solicitor to enable him to conduct the defence in this action or to advise the defendants.” ‘But that the reports referred to were not made solely for litigation purposes emerged when the board, being nevertheless pressed for disclosure of the -internal inquiry report, responded by an affidavit sworn by Mr. Hastings, assistant to the general manager of their Eastern Region. So important is it that I must quote from it at some length: “6. It has long been.the practice of the board and its predecessors ‘:, to require that returns and reports.on all accidents occurring on the “+ railway and joint internal departmental inquiries into the causes of G ‘the said .accident be .made by the local officers of the board who would forward them to their superiors in order to assist in establishing the cduses of such accidents. 7. Such reports and the statements of witnesses to such accidents are made for the purposes mentioned .. in paragraphs 3 and 6 of this affidavit and equally for the purpose > of being submitted to the board’s solicitor as material upon which yy . he can advise the board upon its legal liability and for the purpose ‘.. of conducting on behalf of the board any proceedings arising out of such accidents.. 8. This system of reporting accidents and making

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 ao 20 of 26 AC, Waugh v. British Railways Board (H.L.(E.)) Lord Edmund-Davies joint internal departmental inquiries into the causes of the said, _ accidents and laying down the necessary instructions to the relevant staff to do so for the purposes aforesaid continues today. “9. It- is commonly anticipated by the board that: (a) where an employee of the board suffers personal injury: or death at work ‘or (b) where a passenger suffers loss [or] personal. injury or, death while -on. or _- about the railway a claim for damages will be made against the B board and. proceedings will ensue if liability is repudiated. The - present action is brought as the result of a fatal accident suffered at work by the late husband of the plaintiff and it was anticipated from the very outset that a claim for damages would almost certainly ensue. 10. The documents in this action namely the reports made by the board’s officers and servants and the report referred to in . correspondence as the internal inquiry report:for which the defendants. have claimed privilege in part 2 of the first schedule of their list of documents dated November 11, 1977, came into existence by reason of the fact that the appropriate officer, in this case the divisional manager at: Newcastle, in accordance with long standing practice was required to and did so call for such reports and statements. One of the principal purposes for so doing was so that they could D be passed to the board’s chief solicitor to enable him to advise the board on its legal liability and if necessary conduct its defence to these proceedings. 11. The internal inquiry report in fact states on the face of it that it has finally to be sent to the solicitor for the purpose of enabling him to advise the board.” Pe In the light of such affidavit, counsel for the appellant accepts that he E cannot challenge that litigation arising out of the fatal accident was anticipated when the report of May 6, 1976, was prepared: see Jones v. Monte Video Gas Co. (1880) 5 Q.B.D. 556. The fact that the report states on its face that it has finally to be sent to the Solicitor for the purpose of enabling him to advise the board cannot, however, be determinative of the outcome of this appeal, for, as the Lord President (Lord F Strathclyde) said in Whitehill v. Glasgow Corporation, 1915 S.C. 1015, 1017—quoted with approval by Lord Kilbrandon in’ Alfred Crompton Amusement Machines Ltd. v. Customs and Excise Commissioners (No. ?) [1974] A.C. 405, 435-436: “These words cannot alter the character of the report which is.made by the employee for the purpose of informing his employers of the G accident, and made at the time.” My Lords, in the light of their own affidavit, are the board. entitled to resist disclosure? There is a very large body of case Jaw on the topic of legal professional privilege, much of which was reviewed in Seabrook v. British Transport Commission [1959] 1 W.L.R. 509 by Havers J., who quoted extensively from earlier decisions. It would not, I think, be H_ helpful were I to make a further attempt to do that which that learned judge so admirably accomplished. Instead, I propose to consider first whether Eveleigh L.J. and Sir David Cairns in the present case were right in holding that the earlier Court of Appeal decisions in Birmingham

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 21 of 26 540 Lord Edmund-Davies Waugh v. British Railways Board (H.L.(E.) ) [1980] and Midland Motor Omnibus Co. Ltd. vy. London and North Western Railway Co. [1913] 3 K.B. 850 and Ogden v. London Electric Railway A Co., 49 T.L.R.. 542 compelled them to dismiss the plaintiff's appeal from the decision of Donaldson J. refusing disclosure. In the Birmingham case Buckley L.J. (with whom Vaughan Williams L.J. concurred) said, at p. 856: “It is not I think necessary that the affidavit should state that the information was obtained solely or merely or primarily for the B solicitor, if it was obtained for the solicitor, in the sense of being procured as materials upon which professional advice should be taken in proceedings pending, or threatened, or anticipated.” That passage was cited with approval in Ogden v. London Electric Railway Co., the facts of which were strikingly similar to those of the present case, Scrutton L.J. saying, at pp. 543-544, with reference to a C© non-privileged purpose for which accident reports had been obtained: “Tt may be that that is part of the purpose of making the reports, but there is also the substantial purpose that if a writ is issued these are the materials that will be wanted by the solicitor conducting the litigation, and they are obtained for that purpose, among others, and as appears from the form at which we look . . . the reports are made on a form headed: ‘For the information of the company’s solicitors only,’ which is a very important heading to have, because if you know that you are making a confidential report to the solicitor you are much more likely to state accurately what has happened than if you are afraid that somebody presently seeing that report may take proceedings against you in respect of the statements that you have made, which may be defamatory.” (Italics added.) I have already indicated my inability (in concurrence with Lord Denning M.R. in the present case) to have regard to such a heading. Nevertheless, Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 and Ogden v. London Electric Railway Co., 49 T.L.R. 542, are authorities for the proposition that reports such as that compiled in the instant case two days after the fatal accident are privileged even though they were obtained for other purposes as well as to meet impending or anticipated litigation. And they led the majority of the Court of Appeal to hold here that the internal inquiry report need not be disclosed, Eveleigh L.J. going to the length of saying: G “, . I believe that in so far as this court is concerned it has been firmly established that the documents in question in the present case are privileged. They were obtained for the purpose of being sent to the solicitors to serve in preparing the defendant’s case for litigation which was anticipated. And they would also be used for another very substantial and even more important purpose. On the authori- y ties I do not believe that this entitles me to say that the privilege which otherwise would have attached [to them] has been removed.” (italics added.)

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 22 of 26 541. AC, | Waugh v. British Railways Board (H.L.(E.)) | Lord Edmund-Davies But Lord Denning M.R.., in the course of his dissenting judgment, refused to be bound by such earlier Court of Appeal decisions. Instead, he adverted to the view expressed in the Sixteenth Report of the Law Reform Committee, para. 17, that “_.. it is, we think, essential... that [a party] should be entitled to insist upon there being withheld from the court any material which came into existence . . . wholly or mainly for the purpose.of preparing his case in litigation then pending or contemplated by him.” Lord Denning M.R. added: “We should not extend it further. If material comes into being for a dual purpose—one to find out the cause of the accident—the other to furnish information to the solicitor—it should be disclosed, Cc because it is not then ‘wholly or mainly’ for litigation. On this basis all the reports and inquiries into accidents—which are made shortly after the accident—should be disclosed on discovery and made available in evidence at the trial.” Applying that test to the facts of this case, Lord Denning MLR. said: “The main purpose of this inquiry and report was to ascertain the cause of the accident and to prevent further accidents or similar occurrences. Its nearby purpose was to put before the departmental inspectorate. Its far-off purpose was to put before the solicitors of the board, should a claim be made and litigation ensue.” My Lords, it will later emerge how closely I am at one with Lord E Denning M.R. in this matter. I must, however, say that I am in respectful agreement with the view adopted by Eveleigh L.J. and Sir David Cairns that Birmingham and Midland Motor Omnibus Co. Ltd. v. London and North Western Railway Co. [1913] 3 K.B. 850 and Ogden v. London Electric Railway Co., 49 T.L.R. 542, were binding upon the Court of Appeal and that none of the many other cases cited—such as Jones V. Great Central Railway Co. [1910] A.C. 4, Alfred Crompton Amusement F Machines Ltd. v. Customs and Excise Commissioners (No. 2) [1974] A.C. 405, Seabrook v. British Transport Commission [1959] 1 W.L.R. 509 and Longthorn v. British Transport Commission [1959] 1 W.L.R. 530— enabled them to escape from that thraldom. In these circumstances, I regard it as fortunate for justice that an appeal has reached this House, for in my judgment a grievous wrong might have been done had Master G Bickford Smith’s original order in favour of disclosure not been finally upheld. It is for the party refusing disclosure to establish his right to refuse. It may well be that in some cases where that right has in the past been upheld the courts have failed to keep clear the distinction between (a) communications between client and legal adviser, and (b) communications between the client and third parties, made (as the Law Reform Committee put it) “.. for the purpose of obtaining information to be submitted to the client’s professional legal advisers for the purpose of obtaining advice

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 23 of 26 542 Lord Edmund-Davies Waugh v. British Railways Board (H.L.(E.) ) [1980] upon pending ‘or contemplated litigation.”’. (Sixteenth Report, A para. 17 (c).) : : In cases falling within (a), privilege from disclosure attaches to communications for the purpose of obtaining legal advice and it is immaterial whether or not the possibility of: litigation were even contemplated, Kindersley V.-C. saying in Lawrence v. Campbell (1859) 4 Drew. 485, 490: B “|, it is not now necessary as it fonuealy was for the purpose of obtaining production that the communications should be made either during or relating to an actual or even to an expected litigation. It is sufficient if they pass as professional communications in a professional capacity.” But in cases falling within (b) the position is quite otherwise. Litigation, © apprehended or actual, is its hallmark. Referring to “the rule which protects confidential communications from discovery as regards the other side,” Sir George Jessel M.R. said in Anderson v. Bank of British Columbia, 2.Ch.D. 644, 649: “The object and meaning of the rule is this: that as, by reason of the complexity and difficulty of our law, litigation can only be D properly conducted by professional men, it is absolutely necessary that a man, in order to prosecute his rights or to defend himself from an improper claim, should have recourse to the assistance of professional lawyers, and it being so absolutely necessary, it is equally _ hecessary,.to use a vulgar phrase, that he should be able to make a clean breast of it to ‘the gentleman whom he consults with a view to the prosecution of his claim, or the substantiating his defence against the claim of others; that he should be able to place unrestricted and unbounded confidence in the professional agent, and that the communications he so makes to him should be kept secret, unless with his consent (for it is his privilege, and not the privilege of the confidential agent), that he should be enabled properly to conduct his litigation. That is the meaning of the rule.” , oF And in the Court of Appeal James L.J. summed up the position, at P- 656, by speaking succinctly of “. . an intelligible principle, that as you have no right to see your adversary’s ‘brief, you have no right to see that which comes into existence merely as the materials for the brief.” G Preparation with a view to litigation—pending or anticipated—being thus the essential purpose which protects a communication from disclosure in such cases as the present, what in the last resort is the touchstone of the privilege? Is it sufficient that the prospect of litigation be merely one of the several purposes leading to the communication coming into being? And is that sufficient (as Eveleigh L.J. in the present case held) yy despite the fact that there is also ‘“‘ another .. . and even more important purpose”? Is it enough that the prospect of litigation is a substantial purpose, though. there may be othérs equally substantial? Is an

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 snege 24 of 26 AG Waugh v. British Railways Board (HLL.(E.)) Lord Edmund-Davies appreciable .purpose sufficient? Or does it have ‘to be the main ‘purpose? Or one of its main purposes (as in Ogden v. London Electric Railway Co., 49 T.L.R. 542)?. Ought your Lordships to declare that privilege attaches only to material which (in the words of Lord Denning M.R.) “comes within the words ‘wholly or mainly’ for the purpose of litigation” ? Or should this House adopt the majority decision of the High Court of Australia in Grant v. Downs, 135 C.L.R. 674, that legal B professional privilege must be confined to documents. brought into existence for the sole purpose of submission to legal advisers for advice or for use in legal proceedings? . An affirmative answer to each of the foregoing questions can be supported by one or more of the many reported decisions. And so can a negative answer. But no. decision is binding upon this House, and your Lordships are accordingly in the fortunate position of being free to choose and declare what is the proper test. And in my judgment we should start from the basis that the public interest is, on balance, best served by rigidly confining within narrow limits the cases: where material relevant to litigation may be lawfully withheld. Justice is better served by candour than by suppression. For, as it was put in the Granf v., Downs majority judgment, at p. 686: “.. . the privilege . . . detracts D from the fairness of the trial by denying a party access to relevant documents or at least subjecting him to surprise.’ Adopting that approach, I would certainly deny a claim to privilege when litigation was merely one of several purposes of equal or similar importance intended to be served by the material sought to be withheld from disclosure, and a fortiori where it was merely a minor purpose. On the other hand, I consider that it would be going too far to adopt the “sole purpose” test applied by the majority in -Grant v. Downs, which has been adopted in no United Kingdom decision nor, as far as we are aware, elsewhere in the Commonwealth. Its adoption would deny privilege even to material whose outstanding purpose is to serve litigation, simply because another and very minor purpose was also being served. But, inasmuch.as the only basis.of the claim to privilege in such: cases as the present one is that the material in question was brought into existence for use’ in legal proceedings, it is surely right to insist that, before the claim is conceded or upheld, such a purpose must be shown to have played a paramount-part. Which phrase or ‘epithet should be’ selected to designate this is.a matter of individual judgment. Lord . Denning M.R., as we have séen, favoured adoption of the phrase employed. in the Law Reform Committee’s Sixteenth Report, viz., “* material which. came into existence . . . wholly or mainly” for the purpose of litigation (para. 17). ‘ “ Wholly” I personally would reject for the same reason as I dislike “solely,” but “ mainly” is nearer what I regard as the preferable test. Even so, it lacks the element of. clear paramountcy which should, as I think, be the touchstone. After considerable ‘deliberation, I have finally come down in favour of the test propounded by. Barwick C.J. in Grant v. Downs, 135 C.L.R. 674, in the ne WOLss at. p. 677: oe " 4 A

Casg }:15-cv-07433-RWS Document 57-1 Filed 03/14/16 Page 25 of 26 Lord Edmund-Davies Waugh v. British Railways Board (H.L.(E) ) [1980] “Having considered the decisions, the writings and the various -aspects of the public interest which claim attention, I have come to the conclusion that the court should state the relevant principle as ‘.. follows: a document which was produced or brought into existence either with the dominant purpose of its author, or of the person or authority under whose direction, whether particular or general, it was produced or brought into existence, of using it or its contents in order to obtain legal advice or to conduct or aid in the conduct B . of litigation, at the time of its production in reasonable prospect, should be privileged and excluded from inspection.” (Italics added.). A Dominant purpose, then, in my judgment, should now be declared by this House to be the touchstone. It is less stringent a test than “sole” purpose, for, as Barwick C.J. added, 135 C.L.R. 674, 677: “ ., the fact that the person... had in mind other uses of the C document will not preclude that document being accorded privilege, if it were produced with the requisite dominant purpose.” _ Applying such test to the facts of the present case, we have already seen that privilege was claimed in Mr. Hastings’s affidavit on several grounds. Thus, the report of May 6, 1976, was produced in accordance with the long-standing practice of the board regarding “accidents occurring on or about any railway ... in order to assist in establishing the causes of such accidents,” and this whether or not (so your Lordships were informed) any personal injuries were sustained and even where there was no prospect of litigation ensuing. This particular report was called for in accordance with such practice and: “ One of the principal purposes for so doing was so that they could E be passed to the board’s chief solicitor to enable him to advise the board on its legal liability and if necessary conduct its defence to _ these proceedings.” (Italics added.) Were the “sole purpose” test adopted and applied, on the board’s own showing their claim to privilege must fail. Then what of the “dominant F purpose ” test which I favour? Dominance again is not claimed by the board, but merely that use in litigation was: “one of the principal purposes.” Such moderation is only to be expected in the face of a claim arising out .of a fatal accident. Indeed, the claims of humanity must surely make the dominant purpose of any report upon an accident (particularly where personal injuries have been sustained) that of discovering. what happened and why it happened, so that.measures to prevent G its recurrence could be discussed and, if possible, devised. And, although Barwick C.J. in Grant v. Downs, 135 C.L.R. 674, observed, at p. 677, that “ , . the circumstance that the document is a ‘routine document’ - will not be definitive. The dominant purpose of its production may none the. less: qualify it for professional privilege,” the test of dominance ‘will, as I think, be difficult to satisfy when inquiries are instituted ‘and reports: produced automatically whenever any mishap occurs, whatever its nature, its gravity, or even its triviality.

Case 1:15-cv-07433-RWS Document 57-1 Filed 03/14/16 ae 26 of 26 AC, Waugh v. British Railways Board (H.L.(£) ) Lord Edmund-Davies My Lords, if, as I hold, “dominant purpose” be the right test of A privilege from disclosure, it follows that the board’s claim to privilege must be disallowed, and the same applies if the “sole purpose” test be applied. I would therefore allow this appeal and restore the order of Master Bickford Smith in favour of disclosure. Lorp RUSSELL OF KILLOWEN. My Lords, it has already been B demonstrated by my noble and learned friend Lord Wilberforce that if, in order to attract privilege from its production, it is necessary that the joint internal report should owe its genesis: to either the sole or the dominant purpose that it should be used for the purpose of obtaining legal advice in possible or probable litigation, the evidence in this case falls short of both those standards. At the conclusion of the arguments in this appeal I was minded, while agreeing that anything less than the Cc standard of the dominant purpose would not suffice to support a claim for privilege from production, to prefer the higher standard of the sole purpose, in line with as I understand them the judgments of the majority in the High Court of Australia in Grant v. Downs, 135 C.L.R. 674. It appeared to me that such a standard had the merit of greater simplicity in a decision on a claim for privilege from production, as being a line D easier to draw and to apply to the facts of a particular case. However on reflection I am persuaded that the standard of sole purpose would be in most, if not all, cases impossible to attain, and that to impose it would tilt the balance of policy in this field too sharply against the possible defendant. Moreover to select the standard of dominant purpose is not to impose a definition too difficult of measurement. It is to be met with in other fields of the law, of which I need instance only the question in bankruptcy law whether there has been a fraudulent preference of a creditor. In summary, therefore, my Lords, I am in agreement with the speech of my noble and learned friend Lord Wilberforce, and would allow this appeal and order the production to the plaintiff of the joint internal report. Lorp KEITH oF KINKEL. My Lords, I have had the advantage of reading in draft the speech of my noble and learned friend Lord Wilberforce. I agree with it, and accordingly I too would allow the appeal. Appeal allowed with costs. Solicitors: "Robin Thompson & Partners; Evan Harding.

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 1 of 30 EXHIBIT 2

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 2 of 30 Neutral Citation Number: [2004] EWHC 373 (Ch) Case No: HC 00 04556 IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION Royal Courts of Justice Strand, London, WC2A 2LL Date: 1 March 2004 Before : THE HONOURABLE MR JUSTICE MANN Between : (1) USP Strategies Plc Claimants (2) Unicorn Strategies LLC - and (1) London General Holdings Limited Defendants (2) AON Warranty Group Limited (3) AON Warranty Services Limited Mr Anthony Watson Q.C. (instructed by Denton Wilde Sapte) for the Claimants Mr Andrew Monson (instructed by Berwin Leighton Paisner) for the Defendants Hearing dates: 2", 3", 4" and 5" February 2004

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 3 of 30 Judgment

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 4 of 30 Mr Justice Mann: Background 1. The two applications before me are related applications which turn on the question of legal professional privilege and, to a more limited extent, general obligations of disclosure and listing. In 1998 the claimants prepared, or caused to be prepared, documentation for a warranty scheme which they sought to sell to retailers to replace insurance based schemes which had been rendered commercially unattractive by a change in the tax regime. A Mr Chan and a Mr Cooper, solicitors on the Isle of Man, devised a scheme involving moneys being held off-shore and in trust. In the course of devising the scheme a document known in these proceedings as a CAA (an acronym for Collections Account Agreement) was prepared. Copyright in that document vested in the second claimant; in due course it was transferred to the first claimant. I shall not distinguish between those two companies for the purposes of this judgment (because it is not necessary to do so) and shall treat all relevant copyright and confidentiality rights as being vested in what I will call "USP". The CAA came into the possession of the first defendant ("LGH") because that company was, at the time, the administrator of the scheme in question ("the Scottish Power scheme"), but it was the subject of a confidentiality agreement. Modifications were carried out to it, and a finalised version was used in that scheme. As a result of joint input into the final document, the judge at the hearing on liability referred to below found that copyright in that final version vested jointly in Scottish Power and USP. In 2000 the claimants and LGH were rivals in bidding to participate in another scheme, this time for an entity which I will call Powerhouse. In this context LGH and the other two defendants, who are all companies in the same group (the AON group), used the final form draft CAA as a starting point for the drafting of a similar document which they put forward in their bid to devise and operate a scheme for Powerhouse. In doing so they are said to have been able to maintain a bidding position in competition with the claimants until Powerhouse ultimately decided that the claimants' scheme was one that they preferred. In a judgment delivered on 8" November 2002 HH Judge Weeks QC held that that use was an infringement of the copyright in the 1998 original and a breach of confidentiality, and he ordered an inquiry as to the damages arising from those wrongs. That inquiry is not confined to the actual breaches that he found; it is set to be held at the end of April before a Master. In the context of the inquiry questions of privilege arise. In the course of considering their participation in the Powerhouse scheme LGH instructed lawyers on the Isle of Man. The results of their deliberations were apparently passed to Powerhouse. It is in relation to that advice and certain matters passing among the defendants and between the defendants and Powerhouse that privilege questions arise. In addition, the inquiry will consider infringements relating to another transaction in relation to a concern identified as Apollo. The defendants, or their group, did enter into a scheme with Apollo, and it is not alleged that the final scheme involved the use of any documents over which copyright or confidentiality is claimed. However, it is said that at some stage consideration was given

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 5 of 30 to using the CAA, and that there were infringements at that stage of the transaction. Questions of privilege and disclosure arise in relation to that too. The Powerhouse claim facts — detail The background to this matter leading up to the infringements found by HH Judge Weeks is set out in some detail in his judgment; I do not propose to set them out again here. For present purposes I can take the story up at the beginning of 2000. At that point of time, as HH Judge Weeks QC stated, LGH and USP found themselves in competition. The claimants offered their scheme at a given price (the details do not matter). A Mr Brimacombe of LGH had a copy of the Scottish Power CAA on his computer. It was copied for a Mr Mian, a sales director of LGH, with names blanked out. In due course it was sent to Powerhouse's lawyers, on 7" March (which was the infringement relied on and established at the trial). Part of the case of the claimants is that the defendants did this in order to establish that they had a workable (or "robust", as it was put at the time) scheme, so that they remained in the game. That gave Powerhouse competing bidders and they were able to play one off against the other. As a result of this Powerhouse were able to come back to the claimants at the end of March and negotiate a reduction in the price quoted. A deal was done at that reduced price. This reduction in price forms part of the damages claim. The claimants say that the infringement helped to keep the defendants in the running, and the fact that they were in the running enabled Powerhouse to come back and require a reduction in price. I do not need to consider this chain of causation — that is a matter for the inquiry. However, the claimants also now rely on earlier matters. The claimants seek to establish an earlier breach. I have already referred to a reduction of price at the end of March. However, earlier, on 1‘ March 2000 Powerhouse had been also been able to negotiate a reduction in price from the claimants. In the inquiry the claimants will seek to establish that that reduction was attributable to earlier infringements. In mid-February 2000 LGH had sought advice from Manx lawyers. According to a chronology submitted by Mr Monson, who appeared for the defendants, a letter from Mr de Freitas, the solicitor acting for the defendants, stated that: "The nature of the advice sought from the solicitors in the Isle of Man concerned whether a trust based arrangement could be set up to protect monies from the Powerhouse scheme from being merged, or treated as merged, with other moneys held by AWS for other clients"; but at the same time it was made clear that in providing those details privilege was not waived in the instructions and the advice. The claimants will seek to establish that in order to get that advice, the CAA was copied, and that copying was a further infringement of copyright and of confidentiality rights. The advice that was obtained was apparently passed on to Powerhouse; it is said that it was the subject of a confidentiality agreement operating between the defendants and Powerhouse. The agreement is dated

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 6 of 30 15"" March 2000 and is made between "Aon Warranty Group" and Powerhouse Retail Ltd. The relevant clauses are as follows: In consideration of AON making available to the Recipient [i.e. Powerhouse] certain information, the Recipient hereby undertakes to AON in the terms set out below: Confidential Information For the purposes of this confidentiality agreement the expression Confidential Information includes information available (whether before or after this confidentiality agreement is agreed) in writing (including by fax) and other forms of electronic transmission (including but not limited to information relating to clients data belonging to AON, know-how, trade secrets and any other information concerning the Purpose and also any information or analyses derived from, containing or reflecting such information... The recipient shall: Keep the Confidential Information secret and confidential and not disclose any of it to any person other than the persons who need to know the same for the purposes of considering, evaluating, advising on or furthering the Purpose and whom the Recipient shall procure are informed of the terms of this confidentiality agreement and observe the terms of this confidentiality agreement as if they were party hereto; Only use the Confidential Information for the sole purpose of considering, evaluating, advising on or furthering the Purpose and, in particular, not for any other commercial purpose;... Keep the Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorised access by any third party, shall not make copies of it or reproduce it in any form except for the purpose of supplying the same to those to whom disclosure is permitted in accordance with this confidentiality agreement. [There is a provision for the return of all written Confidential Information within 7 days of termination of the agreement]. The Purpose is defined as being the wish of the group to "[launch] an offshore extended warranty programme". In late February 2000, Mr Borrill of the claimants was told by Mr Turner of Powerhouse that their bid was still too high, and on 1** March 2000 Mr Turner was able to negotiate a drop in the price that the claimants had originally quoted for their scheme. This price drop was bigger in amount than that negotiated at the end of the month. The case of the claimants is that Mr Turner was only able to do this because of what he had been told by the defendants; and the defendants were only able to say what they said by dint of their legal advice; and they were only able to get that legal advice by infringing copyright in

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 7 of 30 the CAA, and breaking the confidentiality agreement. Since this earlier price drop is greater than the later one, it is a more valuable part of the claimant's claim. The losses flowing from this price drop are a material part of what the claimants seek in this action as flowing from the wrongs alleged. Again, it is not for me to comment on the merits of this chain of causation. It is in the context of that earlier part of the claim that the material which is the subject of this part of the present application came into existence. I am not asked to rule on relevance; both parties accept that the documents and material that I have to consider are relevant. The question for me is whether it is privileged. The material, and the issues relating to each part of it, can be summarised as follows: a. There are documents or parts of documents where the documents have already been disclosed by the defendants but in respect of which privilege is claimed in whole or as to part. Where privilege is claimed as to the whole, the document has not been produced for inspection. Where it has been claimed in part, the allegedly privileged part has been obscured for the purposes of inspection. These documents are e-mail or letter correspondence passing between one or more of the defendants of the one part and Powerhouse of the other, one e-mail from the Manx solicitors to the third defendant, and one e-mail from the third defendant to the first defendant. b. Iam asked to strike out parts of certain witness statements which are said to refer to privileged communications in a manner which makes it improper for the witnesses to give evidence of that material. The witnesses are witnesses for the claimants. One is Mr Turner, who at certain points in his evidence makes reference to the legal advice which the defendants had told him they had received, and at one point sets out the terms of an e-mail referring to it. The second and third are Mr Borrill (a director of each of the claimant companies) and Mr Chan, another director and also a Manx solicitor. The allegedly objectionable parts of their witness statements are those containing what Mr Turner told them in the negotiations leading up to the Powerhouse contract, and in which Mr Turner made reference to the advice which the defendants had obtained on their (the defendants’) scheme. In Mr Chan's case objection is taken to a reference to legal advice which, it is to be inferred, he heard about from Mr Turner and one paragraph in an e-mail that he sent at the time which refers to the same sort of thing. c. Iam asked to order the removal from the evidence of part of two Powerhouse internal memoranda which Powerhouse has disclosed to the claimants and which contain, among other things, a reference to the legal advice which had been obtained in the Isle of Man. It is that reference which I am asked to order the deletion of. d. There was one document, a copy letter from LGH to Powerhouse (document 15), in respect of which privilege was originally maintained, but which on reflection was sought to be excluded from inspection on the grounds that further consideration of the letter indicated that it was not relevant. The parties agreed

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 8 of 30 that that dispute would be resolved by my looking at the document and ruling on the point. The claimants have not seen it, but were happy to adopt that expedient. e. Iam asked to strike out parts of the Particulars of Claim in the inquiry on the footing that they are abusive because they refer to and rely on privileged material, or can only be pleaded because the claimants are in possession of material which has been obtained in infringement of the rights of the defendants. f. Iam asked to order that the defendants serve a formal list of documents in relation to the inquiry. The contentions of the parties Mr Monson, for the defendants, maintains that privilege exists in all the material that he seeks to have excluded, and that it has not been waived. That being the case, the documentary material containing privileged material ought to be excluded, with limited exceptions. All the material fell within the proper definition of material that was the subject of legal professional privilege. For the purposes of the exercise of analysis, and to distinguish various types of material for the purposes of the debate, the written material was divided into three categories or levels: a. Level | — this was a reference which merely referred to the fact of getting solicitors advice, without indicating the instructions, advice or even the subject matter. b. Level 2 — these were indications that advice had been obtained from solicitors, and indicating its subject matter but not its content or the instructions given. c. Level 3 — written advice, or written instructions, or paraphrases, summaries or extracts from that advice. Using this categorisation he was able to go through the redacted documents and explain the basis, in respect of each, on which privilege was claimed. The same categorisation was adopted for the purposes of considering the witness statement material and the Powerhouse documents, but Mr Monson did abandon his claims to strike out the Level 1 and 2 material from those statements and documents, which narrowed the scope of the debate (but not by much). The principal dispute between the parties was the extent to which the defendants could claim privilege in relation to the substance of communications between the client (in effect, the defendants) and a third party where what was communicated was, or referred to, privileged advice given to the client. Mr Monson's case was that the advice started out as privileged and it remained privileged notwithstanding its wider dissemination, as a result of two strands of authority. The first is The Good Luck [1992] 2 Lloyds Rep 540, which demonstrates that privileged material disseminated within the client company that obtained it is capable of retaining its privilege, but he seeks to apply it to show that privilege exists in documents communicated to a third party on the facts of this case. The second is Gotha City v Southeby's [1998] 1 WLR 114. That case is said to demonstrate that it is possible to disclose advice to an outsider without destroying or waiving the privilege which attaches to it other than as between the privilege owner and the third party. Those principles entitle the defendants to redact material which would otherwise

10. 11. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 9 of 30 be disclosed. So far as restraining material which emanates from Powerhouse is concerned (the Powerhouse documents, Mr Turner's evidence and evidence from USP witnesses as to what Mr Turner told them at the time about legal advice) Mr Monson says that the defendants are entitled to restrain that on the footing that the material was and remained privileged, and its use ought to be restrained on principles to be gleaned from Lord Ashburton v Pape [1913] 2 Ch 469 and Goddard v Nationwide Building Society [1987] QB 670. This applies whether or not Mr Turner, Mr Chan or Mr Borrill is giving evidence of it, or whether it is in documents revealed voluntarily by Powerhouse. So far as the Particulars of Claim go, the claim which attempts to base itself on this material must similarly be struck out as an abuse of the process. Mr Watson QC, for the claimants, comes at this from a slightly different angle. He obviously starts by accepting that there is privilege in the original advice from the Manx lawyers. He also accepts that it remains privileged while being passed within the client company, and he accepted that there would be common interest privilege where the advice was shared between the defendants. (This last concession makes it unnecessary for me to distinguish between the various defendants and enables me to treat the defendants as if they were one body for the purposes of considering the issues I have to decide). However, with the exception of a passing on of the advice verbatim and in whole, which he accepts remains privileged, he says that passing on summaries or parts of the advice to a third party does not amount to a privileged communication. This is because those communications do not fall within what he says are the requisite elements of privileged communications (which he extracts from the decision of Moore-Bick J in United States of America v Philip Morris & others, unreported, 10'" December 2003) because: a. They are not communications passing between lawyer and client — they are communications passing between client and a third party. b. They are not confidential, on the facts of this case. This means that the communications were not privileged, and if privilege might otherwise attach it has been waived. c. They were not for the dominant purpose of obtaining or giving legal advice — the legal advice was conveyed as part of a sales pitch. Mr Watson goes on to submit that so far as Level 1 and Level 2 communications are concerned, they do not even contain a sufficient reference to advice to get a privilege case off the ground, and in any event there has been waiver of privilege because of material already deployed by the defendants in this litigation. Gotha is irrelevant, he says, because it is a case about waiver, and the question of whether a communication is privileged has to be answered first. So far as restraining the use of information that has already been obtained is concerned, he says that the principles to be extracted from Goddard and Lord Ashburton do not apply so as to restrain officers of the claimants giving evidence of what they were told in negotiations by Mr Turner, and Mr Turner should not be constrained from giving the evidence sought because his communications did not infringe any confidentiality rights of the defendants. He has various particular points on the wording which is sought to be excluded and in addition says that even if some of the material would otherwise be within an unwaived privilege, I should exercise my discretion not to strike it out, or otherwise restrain witnesses from giving evidence, because the defendants are using privilege to cover up wrong-doing (a sort of "clean hands" point), the claimants

12. 13. 14. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 10 of 30 were innocent recipients of the information from Powerhouse and there has been delay on the part of the defendants in making their application. In relation to this last point Mr Watson relies on an e-mail which has already, as a matter of form, already appeared in evidence in this case. He relies on this as showing not only that the defendants were or ought to have been aware of disclosures by Mr Turner as long ago as August 2001, when it was disclosed in this action as part of the disclosure process, but also in support of a proposition that much if not all of the position that the defendants seek to protect has been put in the public domain by the previous (and current) use of that e-mail. I need to set out this material. On 6" March 2000 Mr Chan, who it will be remembered is a director of the Claimant companies, wrote to Mr Turner in the course of his negotiations. Apparently, Mr Turner had asked for a copy of the Claimants' collection account agreement for the purpose of comparing it with the scheme proposed by the AON Group. He declined to supply it. The email observes that at that stage Mr Chan suspected that the Defendants had used "a draft prepared from our precedent". The sentence relied on by Mr Watson is a paragraph which reads as follows: "The solution promoted to you by AON and their advisors is that a Collections Account Agreement (sic) in the form of a trust will attain this and that therefore they have demonstrated the robustness required of them." (This, I would observe, is the passage that the defendants seek to have removed from the evidence, as referred to above. It will appear below that I am against redacting this material, so I am free to set it out in this judgment.) This email was annexed to a witness statement used by Mr Chan at the trial on liability. Mr Watson says that this email points to the fact that Mr Turner was saying things about legal advice, and that accordingly the Defendants have been aware of his disclosures, or the possibility of his disclosures, ever since the discovery process. So far as publicity is concerned, Mr Watson also relies on this email as demonstrating that the present position which the Claimants rely on in their particulars of claim is already in the public domain because the judge will be taken to have read this material at the trial, and it was formally part of Mr Chan's evidence on that occasion, although it does not appear that any specific reference was made to it at the trial. I shall deal with the significance, if any, of this email below. The legal principles involved One doctrine can be put on one side for the purposes of this judgment, and that is the doctrine of common interest privilege. I have already indicated that Mr Watson for his part accepted that common interest privilege existed as between the three defendant companies, so that communications of advice between the three of them attracted this form of privilege. Mr Monson for his part accepted that the doctrine did not operate as between the defendants on the one hand and Powerhouse on the other, because one of the tests which have to be fulfilled in order for joint privilege to exist is that the parties in question have to be capable of acting by the same solicitor in the matter in question, which requirement could not be fulfilled in the case of the defendants and Powerhouse.

15. 16. Vi 18. 1, Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 11 of 30 It is therefore necessary to consider the extent to which privilege is maintained in material which is communicated to a third party by the client, which is the issue lying at the heart of these applications. This involves considering whether the communication was capable of being privileged, and if so whether the privilege has been waived. Mr Watson's submissions rely heavily on the effect of the Court of Appeal decision in Three Rivers District Council v The Governor & The Company of the Bank of England (no 7) [2003] EWCA Civ 474. He claims that that authority confines privilege to communications between solicitor and client, or vice versa. Communications with a third party fall outside that, because they do not fall within the description of communications between solicitor and client. While the case allows evidence of the contents of communications to attract privilege, that is limited to internal communications disseminating the information in question. Since the communication of advice to Powerhouse was not a solicitor/client communication, it cannot be privileged. I do not think that that is a correct application or analysis of the Three Rivers case. That case concerned not advice given by the solicitors, but preparations for the giving of instructions which were to lead to advice. In that context it was held that information gathered for that purpose was not within the privilege, because only communications were. But before too much is read into that, it must be born in mind that it concerns instructions, not advice. The Court of Appeal in that case did not have before it the extent to which the product of those instructions (the advice) was or was not communicated and what might happen to it thereafter, and care must be taken before taking the concept of "communication" too literally for these purposes. In my view, a correct reading of the case indicates that it does not support Mr Watson's proposition, and that reading is consistent with authority preceding Three Rivers. In paragraph 19 of his judgment Longmore LJ stated that "By the end of the nineteenth century it was, therefore, clear that legal advice privilege ... [applied] only to communications passing between [the] client and his solicitor (whether or not through any intermediary) and documents evidencing such communications" (my emphasis). A document evidencing the communication cannot be the communication itself, so Longmore LJ's formulation goes beyond the communication itself. Again, at paragraph 21 he concludes that the 19" century authorities allowed privilege to "documents ... passing between the client and his legal advisers and evidence of the contents of such communications", (again, my emphasis) and went on to apply that principle. Again, therefore, records of communications were privileged. If emphasis be needed, it can be seen in the form of order made by the Court of Appeal, which is set out in a judgment of Tomlinson J in a later hearing in the same case ([2003] EWHC 2565 (Comm)) — the declaration as to privilege encompassed: "(1) Communications passing between the Bank and its legal advisers (including any solicitor seconded to the Bank) for the purposes of seeking or obtaining legal advice; (2) Any part of a document which evidences the substance of such a communication." That extended formulation would be capable of catching a number of things beyond the actual communication (oral or written) between solicitor and client, when applied to advice rather than instructions, all of which would be consistent with the policy

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 12 of 30 underlying privilege and with a common sense application of that policy to the practicalities of everyday commercial life. a. First, it obviously applies to a letter of legal advice, or a letter containing legal advice. b. Second, it would cover the client's own written record of what his solicitor had told him orally. There is every reason why it should. c. Third, it would cover the situation where a client representative who obtains the advice passes that advice internally in the organisation in question. This would apply whether the advice is passed on verbatim or whether it is summarised or extracted. This is in line with The Good Luck, referred to above. In that case the relevant issue was whether or not breaches of duty by insurers were causative of a bank lending money to the owners of a vessel. The bank obtained some legal advice, and parts of the advice were disseminated internally so that the bank could decide whether to lend the money. It was submitted that the advice so extracted was not privileged because "such documents cannot be described (using the words of Lord Justice Taylor in Balabel v Air India) as part of that necessary exchange of information of which the object is the giving of legal advice as and when appropriate nor (again using the words of the Lord Justice) as documents made confidentially for the purposes of legal advice ...". That argument looks rather like an argument that only solicitor/client communications strictly so called can be privileged. Saville J rejected that argument. First, he pointed out that if the argument were right then in a great number of commercial cases the ability of a client to get legal advice in confidence (which underlay the doctrine of privilege) would be destroyed. He saw "no good reason or valid reason for the suggestion that the confidence which it is accepted attaches to the lawyer client communication itself, should somehow be lost once the advice is put to the commercial use for which it was sought in the first place". After pointing out that the logic of the argument he was rejecting would allow cross-examination of the officers of the client company about privileged advice, which would be a strange conclusion, he ended this section in his judgment by saying: "[The argument] is, in truth, based on the false premise that that which is communicated ceases to be a communication and thus loses the privilege attaching to lawyer-client communications." This last sentence is, perhaps (and with all due respect) a little dense. In The Sagheera [1997] 1 Lloyds Rep 160 at p 169 Rix J wondered whether it should not be understood in the sense "the false premise that that which is communicated internally ceases to be confidential" (his emphasis). Without wishing to pore over the sentence as if it were a statute, I think that it probably has a different meaning. I take it to mean that a record of a privileged communication has the same sort of quality as the communication itself for the purposes of privilege. In a literal sense a communication ceases to be that once it is communicated; but the law of privilege is not so blinkered as to regard privilege as attaching just to that event and to nothing else whatsoever. For privilege purposes a record of a communication is the same as the communication itself, and that is as true of

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 13 of 30 summaries as of the verbatim original communication. That, I think, is what Savile J is saying. That formulation and reasoning recognises that something beyond the initial communication itself, strictly so called, is and should be within the privilege. It remains good law after Three Rivers, and is consistent with it. d. It would continue to cover cases such as Gotha City and the examples discussed in that case. In Gotha City, the apparent owner of a picture wished to sell it through Sothebys. It took advice from Messrs Herbert Smith (presumably relating to the sale, though the report does not say so) and sent a copy of the letter of advice to Sotheby's. Sotheby's also sat in on a meeting between the seller and Herbert Smith in respect of which an attendance note was produced. The plaintiff, who claimed to own the picture, sought inspection of the letter and attendance note. The argument was, in effect, about waiver of privilege, and it was held on the facts that there was no waiver. I shall return to that in the context of the present case. For the moment it should be noted that privilege was assumed to exist in both documents; it was not argued that the copy letter sent to Sotheby's was not a privileged communication. If Mr Watson's argument were correct then logically it ought not to be, subject to his distinction between verbatim content (privileged) and summarising content (not privileged); yet the argument did not occur to anyone in that case. In fact, it is quite clear that Staughton LJ had no difficulty with the concept of preserving privilege in privileged advice notwithstanding that it was communicated by the client to the third party, because at page 119 he cited, obviously with approval, a passage from Style & Hollander on Documentary Evidence: "If A shows a privileged document to his six best friends, he will not be able to assert privilege if one of the friends sues him because the document is not confidential as between him and the friend. But the fact six other people have seen it does not prevent him claiming privilege as against the rest of the world." I think that it follows from that that A would be able to restrain each of the friends from disclosing to the outside world what they were told on the basis that it remained privileged. The friends could not give secondary evidence of the privileged material — it would be "evidence of [privileged] communications", or their evidence would be "evidencing such communications" within the formulation in Three Rivers. By the same token, if a client summarises or extracts advice in a letter to a third party, that written communication is capable of retaining or attracting the privilege which attached to the original advice, subject to waiver. It, too, is something which evidences a privileged communication. e. This analysis gives rise to a regime which maintains intellectual consistency and maintains the policy underlying privilege, which is that a man is entitled to make a clean breast of matters to his lawyers without fear of disclosure, a policy which covers both the giving of instructions and the receiving of advice. It means that a

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 14 of 30 client can reproduce the advice for his own purposes without necessarily risking that reproduction not being privileged, which in my view is essential to the sensible operation of the doctrine. It also means that he can discuss the advice with others without necessarily risking the same thing. A client may well wish to discuss advice received with a partner, or with another adviser, or (as in Gotha City) with a contractual counterparty who might be affected. The effect of privilege would be seriously dented if those communications were held to be not privileged so that, if evidence of them could be obtained, an insight as to the advice would become available. That is not a sensible result. 20. The position therefore seems to me to be as follows. Where privileged advice is disclosed 21. to a third party the privilege is capable of attaching to the third party communication because that communication is evidence of the privileged advice within the formulation in Three Rivers. It does not matter whether that third party communication is of the whole of the advice (like the letter in Herbert Smith) or a paraphrase of or extract from the advice. To be fair to Mr Watson, he conceded that privilege would be maintained in relation to actual full copies of written advice obtained, so that in the present case he did not press for inspection of one document, or part of a document, which (on the evidence) is a straight reproduction, or forwarding, of the Manx legal advice verbatim. However, he sought to distinguish between the complete advice and summaries, extracts or paraphrases. Those, he said, were not privileged. The only justifications he was able to advance for this distinction were first that the paraphrases were not the original communication, and second that there was a potential for inaccuracy in any summary or paraphrase. Any inaccurate summary would not be the original advice. These submissions are not convincing. If it is right that the original verbatim advice remains privileged, then it is illogical to exclude paraphrases or parts of it. If 100% is privileged, then would communicating 99% of it remain privileged? — it is hard to see why not. But if that is right, then why not 90%, or 75%, or 50%? There is no reason to draw a line anywhere, and every reason not to. Mr Watson's demarcation would also, in practice, mean that any passing on of oral advice would be likely to be unprivileged, because it is most unlikely that it would be passed on in whole and verbatim. That, again, is an unmeritorious distinction. The proper analysis, consistent with Three Rivers, is to continue to afford privilege to material which evidences or reveals the substance of legal advice (subject, of course, to waiver). The possibility of inaccuracy is not a reason for departing from this principle. If the passed on "advice" were so inaccurate that it could no longer be properly described as a summary of the advice, then it might be that that communication would not be privileged (though even then it might attract privilege if it tended to reveal instructions given, which it might well), but there is no suggestion that that is the case here and I need not consider it further. Short of that, I do not see why some degree of inaccuracy, even if it exists, should necessarily destroy the privilege; so there is all the more reason for saying that the possibility of inaccuracy should not destroy the privilege which would otherwise exist in paraphrases or summaries. This means that the subsistence or otherwise of privilege, where advice is communicated to a third party, turns on the extent to which there is a waiver of privilege on that occasion. Gotha City demonstrates that it is not inevitable that there is a waiver in those circumstances. In that case it was held that the receipt of the advice by Sotheby's was attended by a degree of confidentiality which meant that, while there was waiver as

22. 22% 24. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 15 of 30 between the owner and Sotheby's, there was no waiver vis-a-vis the outside world. The question in the present case, therefore, is whether and to what extent there was a waiver. I consider the application of these principles to the facts of this case below. In these proceedings the question was raised whether the Level 1 and Level 2 references were capable of being privileged. This raises (in theory) the question of whether, after Three Rivers and its emphasis on privilege attaching only to communications, there can be privilege attaching to evidence of the fact of instructing solicitors or getting advice from them (Level 1), or to evidence of the fact of instructing solicitors and getting advice on a particular subject (Level 2) because those facts are not communications or evidence of communications. I do not propose to consider this as a matter of principle, because on the facts of this case there has been a plain waiver even if there was privilege. The next question of law which arises is the extent to which a party entitled to an unwaived privilege is entitled to restrain those in possession of the information from disclosing it or otherwise making use of it. It arises in this case if and insofar as Mr Turner received privileged information in confidence and then disclosed it to representatives of the claimants, if and insofar as Powerhouse has disclosed documents which contain unwaived privileged material. It is accepted by both sides that this material contains some Level 3 documents, though they do not always entirely agree as to which pieces of evidence fall into that category. There is not much disagreement between the parties as to the principles applicable in this area, although there is serious disagreement as to how they should be applied. It is sufficient for these purposes to refer to only two authorities. The first is Goddard v Nationwide Building Society [1987] Q.B. 670. In that case the Court of Appeal was asked to consider whether or not to restrain the use of a note, containing privileged information, which a solicitor, who had at one stage been acting for both the plaintiff and defendant, had passed to the defendant. Privilege in the material contained in the note was held to belong to the Plaintiff. Having determined that, the Court of Appeal granted relief restraining use of the material contained in that note, which relief included striking out allegations in the pleading which were based on that note, an injunction restraining the Defendant from relying upon the note and orders for delivery up of all copies. In his leading judgment May L.J. considered the case of Lord Ashburton v Pape [1913] 2 Ch. 469 and another authority, and pronounced the following proposition (at page 683): "If a litigant has in his possession copies of documents to which legal professional privilege attaches he may nevertheless use such copies as secondary evidence in his litigation: however, if he has not yet used the documents in that way, the mere fact that he intends to do so is no answer to a claim against him by the person in whom the privilege is vested for delivery up of the copies or to restrain them from disclosing or making any use of any information contained in them." His citation of authority indicates, I think, that he considered that he would normally expect the restraint to be ordered. That last point is rather clearer in the judgment or Nourse L.J. He made the following points, relevant to this application:

2m; Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 16 of 30 "The crucial point is that the party who desires the protection must seek it before the other party has adduced the confidential communication in evidence or otherwise relied on it at trial. ".,. Although the equitable jurisdiction [that is to say, the jurisdiction to restrain the misuse of confidential information] is of much wider application, I have little doubt that it can prevail over the rule of evidence [viz the rule of evidence which allows secondary evidence to be given of primary material where the latter is privileged] only in cases where privilege can be claimed ... "Once it is established that a case is governed by Lord Ashburton v Pape, there is no discretion in the court to refuse to exercise the equitable jurisdiction according to its view of materiality of the communication, the justice of admitting or excluding it or the like. The injunction is granted in aid of privilege which, unless and until it is waived, is absolute. In saying this I do not intend to suggest that there may not be cases where an injunction can properly be refused on general principles affecting the grant of a discretion remedy, for example on the ground of inordinate delay." From this it is clear that not only does the court have jurisdiction to grant appropriate relief to prevent reliance upon privileged material where privilege has not been waived, the starting point is that one would expect that relief to be granted. That was certainly the view of Lawrence Collins J in the second relevant authority, STIL Group Inc. v Zahoor [2003] 2 All E.R. 252. At paragraph 91 of that judgment (at page 273) he observed that "in such cases the court should 'ordinarily' intervene". The court is "not concerned with weighing the materiality of the document and the justice of admitting it". (Paragraph 92). He went on to say this: "93 Fifth, there is nothing in the authorities which would prevent the application of the rule that confidentiality is subject to the public interest. In this context, the emergence of the truth is not of itself of sufficient public interest. The reason why the balancing exercise is not appropriate is because the balance between privilege and truth has already been struck in favour of the former by the establishment of the rules concerning legal professional privilege. "94 Sixth, other public interest factors may still apply. So there is no reason in principle why the court should not apply the rule that the court will not restrain publication of material in relation to misconduct of such a nature that it ought in the public interest to be disclosed to others... there is no confidence as to the disclosure of iniquity. But the defence of public interest is not limited to iniquity." He went on to hold that on the facts of his particular case, the public interest in the proper administration of justice meant that equitable relief, which would otherwise be granted to preserve the confidentiality in the privilege material, should not be granted. The facts of

26. 21s 28. 29, Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 17 of 30 that case were very strong. They involved a clear forgery, and the apparent possibility of the court actually being misled by the proposed evidence. I therefore approach this point on the footing that the normal starting point would be for appropriate relief to be granted to restrain the use of privileged material. So far as I have a discretion to do otherwise, it is not to be exercised merely on the footing that if I do not exercise it, the truth is more likely to come out. There must be some other factors, such as delay, acquiescence or other equitable defences which must be sufficiently strong to override the normal, very strong principle, that privileged communications are protected from disclosure. I shall consider the application of these principles to the facts of the case before me in a separate section of this judgment below. The application of the law to the facts It follows from the above that, subject to waiver, communications by the Defendants to Powerhouse which contain or refer to the content of legal advice are capable of being privileged. This includes Level 3 communications. Whether or not it includes Level 1 and Level 2 communications I do not have to decide, because on any footing there has been a waiver of such privilege as might otherwise have existed in those references. At the trial on liability Mr Mian gave evidence. That evidence included his dealings with Mr Turner of Powerhouse. Having referred to the opening stages of the negotiation, when Mr Mian was trying to convince Mr Turner that he had an appealing scheme, he then said the following: "13 Stuart Turner wanted confirmation of a protected trust account. At this stage I sought advice from our lawyers and then passed on this advice to Stuart. This was in late February 2000. I wish to make it clear that I am not waiving the privilege that attaches these communications." Since that is a clear indication both that solicitors were instructed and as to the subject matter of the instructions, I do not see how it can conceivably be argued that similar references, containing the same information, in documents or otherwise can have maintained any privilege if, indeed, it ever had any. To the same effect is the extract from the letter from Mr de Freitas, which I have quoted from above. I expect that both those references occurred because it never occurred to the Defendant that, in the context of this case, the fact that legal advice was obtained on this transaction was, in itself, in the least bit confidential. If that were right then it would mean that documents containing a reference to such limited matters would not have the necessary confidentiality to attract privilege in the first place, and my first instinct is that such references would not in any event, as a matter of principle, be privileged. However, as I have indicated above, I do not need to decide that in this case. I can and do deal with the point as a matter of waiver. In fairness to Mr Monson, I should record that he did not press privilege in relation to these matters particularly strongly. His main concern was that leaving them in the documents might amount to a waiver. That leaves the level 3 communications. These are communications which somehow reveal the content of the advice that was obtained. Despite the fact this was contained in

30. ol, Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 18 of 30 communications with a third party (Powerhouse), on the reasoning set out above, and unless waived, that privilege can be maintained. The question therefore arises whether or not there was a waiver when the material was conveyed to Powerhouse, and in particular to Mr Turner. The Gotha City case demonstrates that privileged matters can be conveyed to a third party in circumstances which limit the extent of the waiver. I consider that that was the case here. I have already set out the terms of the confidentiality agreement which operated between the Defendants and Powerhouse. Mr Watson submitted that it did not apply to legal advice, but only to such matters as know-how and trade secrets. I do not think that that submission is right. The expression "Confidential Information" is not defined in the agreement — the wording says what the expression includes but not what it means. That being the case, I have to consider what the expression actually does mean, particularly in its context. The very use of the word "confidential" connotes information with a degree of confidentiality, and it seems to me that legal advice is something that is likely to fall fairly and squarely within that concept. On 16" September 2003 Mr Turner signed a witness statement in which he conceded that the Defendants had asked him to keep the actual advice received from the lawyers, and forwarded to him, confidential. Indeed, confidentiality in the actual advice is in effect conceded by Mr Watson, although not in terms, when he concedes that he is not entitled to see the verbatim version of the advice which was forwarded to Powerhouse. In his witness statement Mr Turner states that he did not consider that more general statements as to the nature or the effect of the advice (the nature of which I had seen in some of the material that I am invited to strike out of witness statements) was confidential, but in my view he is wrong about that. It follows, then, that the advice retained its privileged character and any waiver of privilege was limited to Powerhouse, and the use to which it could be put was limited by the terms of the confidentiality agreement. The terms of that agreement permit only a very limited use. Accordingly, conveying the lawyers' advice to Mr Turner and Powerhouse, under those terms of confidentiality, did not destroy the confidential nature of the advice, and therefore any waiver of privilege was limited to Powerhouse and was not general. Those conclusions can be summarised in relation to the redactions which have been made in the Defendants’ disclosed documents is as follows: (a) References to the mere obtaining of legal advice are not privileged. (b) References to the obtaining of legal advice on a given subject matter are not privileged. (c) Level 3 references, which evidence the content of that advice, are prima facie privileged. I add one small point which arises in another context in this case and which may or may not arise in relation to the redacted material. The Defendants have shown some sensitivity as to the identification of the lawyers concerned. Some of the documents which I have to come on to consider later on in this judgment actually identify the Manx lawyers. In the light of the conclusion that I have come to in relation to Levels 1 and 2, I do not think that the identity of the lawyers involved is capable of attracting privilege either.

32, a3; 34. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 19 of 30 That brings me to the material which the Defendants wish to have struck out of the documents voluntarily disclosed by Powerhouse, and various witness statements. I will take the witness statement material first. Some of the disputed material is no longer in issue in the light of Mr Monson's concession that he does not seek to strike out Level 1 and Level 2 material from the witness statements. That leaves it for me to consider what to do about what is said to be Level 3 material. So far as there is any such reference, this is made in two ways. First, there is a witness statement from Mr Turner in which he describes what he obtained from the AON Group in the course of the negotiations, which is said to include some Level 3 material; and second there is some material in witness statements of Mr Borrill and Mr Chan in which they reproduce what Mr Turner told them at the time of the negotiations, which is itself said to include some Level 3 disclosure. What is said by Mr Monson on behalf of the Defendants is that Mr Turner was not entitled to disclose the advice of the Manx lawyers to the Plaintiffs' negotiators, and it remained privileged and confidential. Privilege has not been waived, and in accordance with the "ordinary course" relief should be granted to make sure that that material is not deployed. He has applied in time. To this analysis Mr Watson had a number of ripostes. They were (although not in the same order as he advanced them) as follows: a. On the facts, Mr Turner was at liberty to disclose what was disclosed to him within what was allowed to him by the confidentiality agreement. This distinguishes the present case from the other authorities where the disclosee was not similarly at liberty. I do not agree with this. Since it was confidential, he was not at liberty to disclose it — see above. b. The blatant aim of the Defendants in seeking to have parts of the witness statements excised and to have the witness barred from giving evidence of the excised contents was to hide a wrongdoing, so the discretion of the court should not be exercised in favour of the Defendants. Again, I think this begs the question. Whether or not there was a wrongdoing at the end of February 2000 is precisely the question the court will have to decide on the enquiry. Even in a case where the sole evidence of wrongdoing is in a privileged communication, that does not justify the court in exercising its discretion against the invocation of the privilege. By and large, a party can only prove what he or she can prove without the aid of the other side's privileged material. c. So far as the evidence of the Claimants' own officers is concerned they wish to give evidence of material that came into their possession without any wrongdoing on their part. That, said Mr Watson, is a reason for not restraining their use of that information. However, I do not think that that is a determining, or even a strong, factor. The converse may well be true — wrongdoing on the part of the recipient may strengthen a claim for relief - but it does not follow that the absence of wrongdoing means that an injunction should not be granted. I note that in Goddard there was no suggestion that the Defendant was guilty of wrongdoing in obtaining the privileged information from the solicitor. The solicitor was, of course, technically guilty of breaching the Plaintiff's confidentiality, but by the same token, on the facts of this case, so was Mr Turner. d. Ifthe Level 3 material, such as it is, were excised from the witness statements of Mr Borrill and Mr Chan, then they would not be able to give full and frank

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 20 of 30 evidence of what had actually happened and what their motivation was. Their evidence will be that they received certain information and encouragement from Mr Turner and they adjusted their conduct accordingly. If they are not allowed to give their full evidence then their evidence will have an air of artificiality about it, or even potentially a misleading quality. I am rather more troubled about this. They did what they did, and they relied on what they relied on. To prevent them from telling the court what they actually relied on in reaching their conclusions as to pricing, when that is an issue which lies at that heart of the enquiry as to damages, would be a very strong thing. However, I think that the answer to this problem may be a practical one. I do not consider that their case will be harmed if they are allowed to give evidence (which it seems to me they must be) that they relied on what they had been told about the advice given by the Manx lawyers without actually identifying precisely what it was that they were told. What lies at the heart of the causation question on this part of the enquiry is not the advice given by Manx lawyers but whether or not an infringing copy of the CAA had been made. That is a different, though related, question. I do not think that the proper conduct of the enquiry will be effected if the evidence were limited in that way; it is not necessary for them to go further and state what the advice was, and on my findings they are not entitled to anyway. It not infrequently happens in a trial that a witness states that "as a result of the legal advice received, I did X", and it is well understood that in those circumstances the witness does not have to give evidence of what the advice was. This is therefore not a reason for departing from the normal course. On the facts of this particular case, if the Defendants were in fact to challenge that sort of evidence as to causation, then they might well risk the fact that the witness would be able to justify the statement by amplifying what he had understood the advice received by the Defendants to have been, but that is a risk for the Defendants to assess, and whether or not the matter is opened up would be a matter for the Master at the enquiry. e. Next Mr Watson submitted that since privilege was waived vis-a-vis Mr Turner, even if it was not waived vis-a-vis the rest of the world, Mr Turner was free to use the rest of the information disclosed to him in legal proceedings. I am not sure that Mr Watson was prepared to press this submission very strongly, but in any event it is wrong. The use to which Mr Turner was entitled to put the privileged material was governed by the Confidentiality Agreement, and, as the extracts set out above demonstrate, that use was strictly limited. It did not include disclosing legal advice to competitors, whether for use as a bargaining counter or not. f. Next, Mr Watson said that in effect the material had been deployed, so it was too late to be prevent its further deployment — see Goddard. The privileged material had already been deployed because of the Chan e-mail referred to above, so the defendants are too late. Since this email was part of the documentation at the trial, and should be taken to have been read by the trial judge (even though no one says that it played any material part in the trial), the matter has already been given a form of publicity which means it has been deployed, so it is too late to prevent evidence of other disclosures of the same sort of material. Related to this is a laches point. He says that the fact that Mr Turner had made disclosures of the advice given would have been apparent to the Defendants on disclosure in the

a0. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 21 of 30 main action, which took place on 24" August 2001 when the defendants would have seen the Chan e-mail. Its wording, it will be remembered, contained the following paragraph. "The solution promoted to you by AON and their advisors is that a Collections Account Agreement [sic] in the form of a trust will attain this and that therefore they will have demonstrated the robustness required of them. You are now seeking counsels advice on the proposed trust." This, says Mr Watson, should have alerted the Defendants to the fact that the Claimants had found out that legal advice had been obtained on the Defendants proposed transactions, and I infer that Mr Watson would say that they should have inferred that Mr Turner was the source of this information. They should therefore have inferred at that stage that privilege information had been crossing the divide; and since about two years elapsed before the Defendants took any point on the alleged wrongful disclosure of privileged information, it was by then too late for them to do so. Mr Monson's response to this is that in the context of the claim made at the trial, when there was no suggestion that a claim of infringement of copyright was being made as early as the end of February, this passage had no great significance. He also said that the oral evidence of Mr Borrill at the trial as to the infringement of copyright contained no suggestion that the relevant date was being put as early as this. Since the email did not actually figure at the trial, and even though it was in trial bundles, that did not mean that the whole question of the legal advice given at the time had been sufficiently aired in public so as to amount to deployment of the material and so as to make it wrong to restrain its further being aired now. Since the point now in issue was not then in play, it is not surprising that the significance of this email passage was overlooked, and the fact that it was overlooked should now not be held against the Defendants now that the focus of the case had shifted, or a little more precisely now that the case had acquired a second point of focus to which it had become relevant. In my view Mr Monson is right. I do not think that this single sentence, in the circumstances, amounts to deployment of the other material. It does not amount to an airing of the other privileged material, so it does not give it a relevant degree of publicity to mean that the defendants are now too late. So far as laches is concerned, in the light of the absence of any significance of that piece of evidence at the trial, and in the light of the fact that the pre-1“ March infringement claim only came after the trial, I think it would be unfair on the Defendants to say that they are too late because the material has been deployed, and that in general laches terms they should have taken the point (so far as they have one) any earlier than they did. My conclusion on this point is that, if there is Level 3 material relating to privileged matter, then there are no factors of any real weight which would lead me to take anything other than the ordinary course which is to exclude such matter. I therefore have to go on to consider how much of the material falls into that category. In this context, I shall take the various passages which the Defendants say infringe their privilege in turn. Where I come to the conclusion that a matter is revealed in breach of privilege, I will not actually set out the material. i. Borrill Fourth Witness Statement paragraph 25

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 22 of 30 ill. Two sentences are sought to be excised in order, in effect to prevent Mr Borrill giving indirect evidence of material passed to him in breach of privilege and in breach of confidence. The first sentence refers to legal advice, the firm from which it was obtained, (by inference and in its context) the subject matter to which it related, and a very short expression summarising the advice it given. The last of those elements is objectionable; the first three are not. The sentence as it stands ought to be struck out, but I can see no objection to a replacement sentence which gives the first three elements and otherwise refers to the advice without stating what it was. The second sentence describes how he had got the advice ("this advice had been forwarded by LGH to Stuart Turner"). This sentence is unobjectionable. Borrill Fourth Witness Statement paragraph 26 The words objected to are words in which Mr Turner is recorded as having passed on to Mr Borrill the view of the Manx lawyers as to the workability of the Defendants' proposals. Again, this is material said to come from Mr Turner; and again, it was imparted by the latter in breach of his duty of confidence by way of infringing the Defendants' privilege. The words as they stand ought to be struck out because the court ought not to receive evidence of privileged matter obtained in this way. Stuart Turner First Witness Statement paragraph 22 In this paragraph Mr Turner narrates part of the history of his dealings with Mr Mian. The first sentence describes the instruction of the Manx lawyers to advise on the Defendants' scheme structure. It is not objectionable. The first half of the second sentence refers to the fact that on 22" February he saw the advice provided by those lawyers (Cains). That, as it stands, again seems to me to be unobjectionable. It does not reveal the contents of that advice. The second half of that sentence contains a reference to a document referred to in the advice which it goes on to describe it in a certain way. The third sentence contains a further description of the document just referred to. There is no statement as to what the advice actually was. The paragraph then goes on "I was asked by AON to keep the Cains' advice confidential. I told Mr Mian on that day that the advice did not really address my particular concerns and that I would need to see a copy of [a particular document, just referred to] in order to know whether it protected customers' money. He said that he would have to clear this with AON and AON Legal, and that he would have to delete the existing client names from the document; but subject to that he agreed to provide a copy." The last sentences that I have quoted do not disclose the advice, and this part of the evidence does not contravene Mr Turner's obligation of confidentiality apart from the implicit crossreference back. They are unobjectionable, apart from that. The

Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 23 of 30 iv. Vi. immediately preceding elements, which I have not yet dealt with, present a little more difficulty. One could argue that where a third party, who is within the privilege, merely mentions the fact that a privileged communication refers to a given document is not an infringement of privilege because it is not disclosing information which tends to indicate what the advice was. However, I do not think that is right. The question is whether a communication is privileged. To the extent that it is, production or proof of it cannot be compelled or allowed. It is not appropriate to dissect very small elements out of it and say that disclosure of small elements is not an infringement of privilege. It is either privileged or not, and if it is it is wrong to allow Mr Turner to give evidence of its content. In any event, in relation to the references in this particular case, it could be argued that what Mr Turner says might reveal what instructions were given to the lawyers, and those instructions are as privileged as the advice. Accordingly, I consider that Mr Turner is not entitled to refer to, and give evidence of, the content of this advice so far as it contains a description of a document referred to within it. Those parts of paragraph 22 will have to be struck out. The remaining sentences will have to be modified so that they do not cross-refer to a document referred to in privileged advice. He would be entitled to give evidence that he asked for a copy of a document, but not in such a way to suggest that the advice referred to it. I accept that this tends to have an air of unreality or artificiality about it, but that is the position at which one sometimes arrives when a witness is required to skate delicately around the edge of privileged communications. Turner First Witness Statement paragraph 23 — last sentence In this sentence, Mr Turner refers to the fact of receiving further advice from Cains via Mr Mian, and goes on to indicate something that it mentions. The first part of that sentence is permissible; the second part is not because it reveals an element of a privileged communications. Turner First Witness Statement paragraph 25 This contains a statement which is quite clearly a Level 2 Statement. Mr Monson does not pursue the excision of this sentence, and in any event I would not have required its removal. Chan Second Witness Statement paragraph 5 This paragraph seeks to give evidence of a conversation that he had with Mr Turner during the negotiations. The objected to part reads: "However, he [i.e. Mr Turner] told me on the phone that AON and their advisors, Cains, had nonetheless demonstrated that their scheme was sufficiently robust for the purposes

36. gis 38. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 24 of 30 of Powerhouse, by describing how their collections account agreement would ring fence customer monies in the scheme." I am not prepared to order the excision of this part of the witness statement. It would be unobjectionable without the words "and their advisors, Cains", but it would also have a slight air of falsity about it if Mr Turner in fact referred to them. I do not consider that a reference such as that contravenes privilege in any particular communication by revealing its content. Next I have to deal with Mr Monson's claim that I should order the redaction of certain parts of two documents emanating from Powerhouse. The first is a memo from Mr Turner to Mr Broomfield and Mr Stanley, two of his colleagues in Powerhouse. It refers to the competing bids, and compares various aspects of them. Under the heading "AON" it contains first an innocuous sentence stating that the concern that Powerhouse had was to ring fence service fees and that that concern has yet to be satisfactorily resolved. There is then a sentence which states what the "initial indications" from Cains are. That sentence seems to summarise the advice of that firm, and as such it contains a reference to privileged information and ought to be redacted. The second sentence is equivocal in that it refers to a suggestion which might or might not have been contained in Cains advice. Mr Monson tells me on instructions that he and Mr de Frietas have checked whether or not it does reflect advice, and he tells me that it does. On that footing, it falls to be redacted as does the first sentence. The document then goes on, in a separate paragraph, to state as follows: "We need to take into account that no precedent (as at the date of this memo) has been set in law, and therefore no proof exists to prove that the trust solution presented to Powerhouse by AON would have any legal weight. It would seem only wise to secure further independent legal advice." I do not see how a case can be made for excising this material and in the end Mr Monson did not press for the redaction. The second Powerhouse document is an undated document which was generated internally so that someone could consider the various proposals that were before it. On page 2, under the heading "The Issue" it contains wording that is identical to that which I have just considered. That wording should be treated similarly. There is one additional sentence under the heading "The Question", and it reads as follows: "Powerhouse have read the Cains response (attached) with some interest but are concerned that they seem to have "skated around" the core issue for Powerhouse." The Cains response referred to is not disclosed. This sentence is objected to, but I cannot really see why. It certainly does not contain any evidence of what the Cains advice was. There is nothing objectionable about it.

39, 40. 41. 42. 43. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 25 of 30 The last document is the Chan email that I have referred to above. I am not prepared to order the excision of this part of the evidence. It is no more objectionable than paragraph 5 of his witness statement, which I have already declined to excise. Next I turn to the particulars of claim in the enquiry. Mr Monson says I should strike out certain allegations made in the Particulars of Claim because they were only able to be made because of unauthorised disclosure by Mr Turner. In effect, he invites me to take the same approach in relation to this statement of case as the Court of Appeal took to the relevant pleading in the Goddard case. Some of the objected to parts correspond to parts of witness statements which I have allowed to stand in that they refer merely to the receipt and transmission of legal advice. However, two sentences go further and refer to the content of legal advice, in a similar manner to parts of Mr Turner's witness statement which I have ordered should be excised. I was at first tempted to accede to Mr Monson's application to strike out at least those limited parts. However, I have decided I should not do so. Now that the position as to admissible evidence has (I hope) become clearer as a result of this judgment, Mr Watson may well wish to reconsider how he is going to make his case, since part of his submissions to me involve assertions that he could get to where he wanted through different routes in any event. If he is right about that then he may wish to consider re-pleading. I do not think it is necessary, in that context, for me to start striking out parts of the existing statement of case. If Mr Watson has no other way of getting to where he wants apart from relying on evidence that I have required to be removed, then he will not be able to make good the allegations in the Particulars of Claim. No harm is done by leaving them in. If he thinks he can get there through another route, then he should be at liberty to do so. It may be that in fact he may wish to reconsider how he puts his case and remove or amend certain parts of the present claim. That is obviously a matter for him. At the moment I think the most sensible course is to leave the particulars of claim where they are. Apollo Transaction In his judgment on the trial of liability, Judge Weeks Q.C. observed: "I suspect that in the morass of documents the parties may have lost sight of their commercial interests and the purpose of litigation". In some ways I cannot help sharing that view in relation to this section of the application before me. I find it difficult to see that the events to which I now have to refer can give rise to any particular material claim, and I cannot help thinking that what I shall call the Apollo claim is a storm in a teacup, and Mr Watson at one stage was disposed to accept that that was an accurate description of at least part of the dispute in relation to this matter. However, it is a matter which is raised in the enquiry as to damages, and there has been no attempt to strike it out on the basis that it is frivolous or otherwise that it should not be dealt with, so I am forced to deal with it. In 1999 the AON Group entered into a warranty support scheme with a concern that can be described as Apollo. It is common ground that this scheme was not a trust-based

4A. 45. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 26 of 30 scheme so documents of the nature of the CAA played no part in it in its final form. Furthermore, there is no suggestion that the Claimants were in competition with the Defendants for that scheme, so there is no suggestion that they have suffered direct financial loss because the Defendants got the contract. However, the allegation is that in the course of considering the Apollo transaction, consideration was given at some stage to a trust-based scheme to which the CAA would have been appropriate, and that in that context there was some copying of the Scottish Power CAA or otherwise some infringement of the claimants' rights in respect to it. There is evidence for supposing that the CAA was considered in the context of the Apollo scheme, because the infringing copy forwarded to Powerhouse had originally been saved on the Defendants' computer systems under a file name whose path included something which appears to be a directory designated to "Apollo 2000". The case of the claimants, as described to me by Mr Watson, was that if there was some copying in this context, even if (as seems clearly to be the case) the copies were in no way deployed in the actual Apollo Scheme, the Defendants are liable to pay a payment in the nature of a royalty. They therefore seek disclosure of all drafts of the CAA prepared for the purpose of the Apollo transactions, and they also seek all memoranda and similar notes referring to any such documents. The disclosure sought by the Claimants is in terms as follows: "All drafts of the collections account agreement or equivalent agreement (in both electronic and hard copy form) which have been prepared, used or intended to be used by the Defendants or any of them for the purposes of putting into effect the warranty scheme for: [Apollo]; Any other Retailer All memoranda, attendance notes, board minutes and correspondence (including emails) which refer to any document referred to in [the preceding paragraph] (including internal documents prepared by the Defendants' and documents passing between any two or more the Defendants)." Mr Monson accepted that his clients were under an obligation to disclose documents relating to the use of the CAA in Apollo but said that they have already been disclosed (and the Claimants have been given copies,) apart from such privileged documents as may exist. I should say at this stage that in case there is any daylight between Mr Monson's concession and formulation of the category of documents sought by the Claimants, I would make an order in those terms, but I do not think that there would be much debate about that. The debate in this area centred around the question of privilege. Paragraph 17 of the particulars of claim in the enquiry states that: "It is to be inferred from [certain pleaded material] that the first and/or second Defendant also copied the CAA for the purpose of sending it and/or sent it to Apollo 2000."

46. 47. 48. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 27 of 30 It does not appear that a copy of any document specifically created at this stage has been disclosed, whether as a document that the defendants have in their possession or as a document which they once had. Mr Watson seeks to make a case that CAA must at some stage have been copied for the purpose of considering whether or not to deploy it in a scheme for Apollo, even if it never was so used, and even if a copy was never sent to Apollo, and the suggestion is that such a document was, or may have been, sent to the defendants solicitors. The debate before me was principally about privilege. Various documents were debated, each of them hypothetical - they were hypothetical because the Defendants deliberately said nothing about the existence or non-existence of such documents because if they had then they would or might be admitting that which they claim they were entitled to decline to admit (because of privilege), and I suspect they were also concerned about waiver of privilege. Those documents were as follows: i. | Copies of the CAA prepared for the purposes of being submitted to solicitors for their consideration. ii. Any amended CAA arising as a result of work by the solicitors. ili. | Versions of the CAA thus amended and put back in the hands of the Defendants or any of them. Mr Watson's final position in argument was that such documents could not be privileged. Those described under (i) would simply be copies of an unprivileged document, and would not be privileged because of the Three Rivers case. Next he said that documents in category (11) would not be privileged because once the to-ing and fro-ing on advice had been concluded it no longer formed part of the advice. So far as the drafts back in the hands of the clients were concerned (category (iii), then they were not privileged either because they fell within category (11) or because the disclosure of a later draft to Powerhouse waived privilege in the predecessor draft on which it was apparently based. As an alternative line of attack in relation to this alleged batch of infringements, Mr Watson also relied on the principle that "advice sought or given for the purpose of effecting iniquity is not privileged" Barclays Bank Plc —v- Eustice [1995] 1 WLR 1238 at 1249b. The iniquity relied on by him was giving a lawyer a draft, in respect of which copyright existed, for the lawyer to improve. I think that it is appropriate to deal with this part of the case shortly. It is tempting to take the view that since it was not clearly proved that there were any documents which are worth debating (because of the position taken by Mr Monson) I should not deal with this at all. However, it has been a matter of some dispute between the parties, and I think that it would be useful and proper for me to make some rulings for the guidance of the parties, and in particular for the guidance of the defendants who can be seen to have taken a line in relation to privilege that was not justified (see their insistence on redacting level 1 and level 2 references, above). However, I shall not deal with the point at great length because I think that the answers are relatively straightforward and, because I find it very hard to believe that any significant amount of damages can turn on them. I consider the legal position to be as follows: a. Any copy of the CAA which was created with a view to its being submitted to solicitors for advice does not, despite its purpose, attract privilege. That this is clearly the case appears from Dubai Bank Limited v Galadari [1990] Ch 1980. This principle was recently applied and approved in Sumitomo Corporation v

49. Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 28 of 30 Credit Lyonnais Rouse Limited [2002] 1 WLR 479. Any such copy ought therefore to be disclosed and produced. b. Any version produced by the solicitor in draft for the purpose of carrying out his function of giving legal advice to a client would, in my view, be privileged. Such drafts, until communicated, are not communications, but it is quite apparent from paragraph 29 of the judgment of Longmore L.J. in the Three Rivers case that that judge considered that solicitors' drafts are privileged — "all documents passing between the BIU and Freshfield are privileged as, indeed, are Freshfields' own drafts and memoranda." (my emphasis). c. Drafts passed back to the clients, on the assumption that they were part and parcel of legal advice, are again privileged. I do not understand on what principle it can be said that privilege in those drafts is waived when a yet further draft, which is derived from them, is disclosed in circumstances such that that later draft is not privileged. Mr Watson advanced no authority in support of his proposition that privilege was waived, and I hold that it was not. d. There is no evidential basis upon which the iniquity principle can be invoked in this case. While I accept Mr Watson's submission that dishonesty as such is not necessary in order to invoke the principle, and reject Mr Monson's submission that it is, there is no evidence on which I can find that the Defendants were guilty of any conduct which even comes close to the level of iniquity which is required in order to bar the privilege that would otherwise cloak the communications between solicitor and client. Since there is no evidence at all that solicitors were involved, but merely supposition, that is not surprising. However, even if one were minded to suppose that solicitors were instructed, there is nothing in this case to suggest that the Defendants were anything other than innocent in what they did. Indeed, in the trial on liability HH Judge Weeks Q.C. expressly rejected a finding that the later breach of copyright was flagrant. He had that issue before him in the context of an assertion that the Powerhouse breach was flagrant within the meaning of Section 97 (2) of the Copyright, Design and Patents Act 1988. He held that it was not. In that instance the person who authorised the release to Powerhouse (Mr Witt) could be identified, as could the circumstances in which it happened. He is said to have been honest and mistaken in believing that he was entitled to release it. I have not been given evidence to suggest that any other servant or officer of the Defendants held any more iniquitous view. I therefore reject the submission that the iniquity principle operated so as to deprive the Defendants of any privilege which might have arisen in respect of the putative instructions to solicitors. Issues Relating to Statements of Case The applications before me include an application that the Defendants be ordered to provide some further information in relation to their pleaded case. However, it was agreed that I need not deal with that, and accordingly I do not do so. There is also an application by the Claimants to amend their particulars of claim in the enquiry. That was resisted on the grounds that those amendments introduced some inconsistencies. I believe that most of those points, if not all of them, were ironed out, but the fate of this

50. 5 — Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 29 of 30 application was, so far as I can see, a little lost in the detailed debate on the other, more substantial, issues that arose before me. As I understand it, at present there is no longer any opposition to these amendments, and if that is right then I shall allow them so far as I need to do so. If 1 am wrong about that, then I shall entertain such debate as may be necessary in order to resolve outstanding points. One Relevance Point The documents produced by the Defendants in respect of which redactions in whole or in part were made were comprised in a further list produced by the Defendants. There were 15 of them. It has not been necessary for me to describe those documents in detail in this judgment.; I have described their nature in general terms. One special point arises in relation to the 15" document, which is the last chronological document. It is described as a "copy letter from the first Defendant to Powerhouse Retail Limited" dated 10" April 2000. this is after the date when the effective deal was done between Powerhouse and the claimants, and therefore after the second price reduction which underpins the claim for damages. The Defendants objected to the production of the whole of this document — it was not a question of merely redacting part — and the original basis of objection was privilege. During the course of the hearing, Mr Monson told me that on further reflection this document was irrelevant as well, since it did not go to the issues in the inquiry, and he sought to resist inspection on that ground too. The parties agreed that rather than have an extended debate, or even a short debate, on the appropriate course to be adopted in those changed circumstances, the convenient course would be for me to look at the document and express my view as to whether it was indeed irrelevant and need not be produced. Mr Watson in terms agreed to that course. I have looked at that document and read it carefully. Having done so, I am satisfied that Mr Monson is right — while related to the overall situation, it is of no relevance (in the disclosure sense) to the issues to be debated in the enquiry. I also record that it does contain privileged material, though in my view (which does not matter for these purposes in the light of my conclusion on relevance) only part of the content is privileged. I therefore will make no disclosure order in relation to that document. Judicial inspection of other documents . I should also record one further thing in relation to the disputed documents. The debate as to what redactions should be made to witness statements and the documents emanating from Powerhouse took place with the benefit of both parties and my knowing what words in question were. That was not the case in respect of the documents which the Defendants have themselves redacted. It was at one stage suggested that I should look at all those documents (including document 15 to which I have referred) so that I could express a view as to whether they were or were not in fact privileged. That suggestion was not actively pursued, and the debate took place with only the Defendants knowing what was in the allegedly privileged material, as is common in these situations. Nevertheless during the course of the hearing, I was provided with a bundle which had unredacted versions of all those documents. The provisional view which I reached was that it would not be necessary for me to consider the content of those documents if I were able to lay down,

D2. Oo; Case 1:15-cv-07433-RWS Document 57-2 Filed 03/14/16 Page 30 of 30 with sufficient clarify, the principles with which should be applied in deciding whether those documents were privileged. Having come to the conclusions which I have set out in this judgment, I maintain that view. The parties agreed that I should retain the unredacted bundle in my possession whilst writing this judgment, so that if I thought it necessary or useful to refer to it I should be at liberty to do so. The position is that I consider that I have been able to lay down sufficient principles to enable Mr Monson and his instructing solicitors to do their job of ascertaining which parts of the relevant documents are privileged, and it is neither necessary nor appropriate for me to substitute my judgment for theirs in the circumstances now obtaining. Accordingly, with the exception of document 15 which I have referred to above, I have not looked at any of those documents. The Requirement for a New List The Claimants have applied for an order that the Defendants should provide a further list of documents relevant to the inquiry. The Defendants have resisted this suggestion on the basis that there are no additional documents requiring disclosure beyond those that they have specifically listed for the purposes of the privilege claim, and beyond those which were already comprised within a list, or lists in the context of the trial on liability. Mr Watson countered this by saying it was still appropriate that a proper list should be supplied, not least because the Defendants ought to particularise what searches they have made. I am quite clear that the Defendants ought to provide a list. At the end of the trial on liability, HH Judge Weeks Q.C made an order providing for the enquiry, and paragraph 9 of that Order provides for the parties to give standard disclosure by a date in May 2003. Standard disclosure requires for the production of a list. I cannot see why the Defendants should not provide one, even if all it did was to relist documents already supplied, or even annex the old list. At the same time they could and should have given such statements as to searches made as were appropriate in the circumstances. That would have been very much easier and more cost effective than bringing the matter before me (albeit that the time in debate was short), and it and might well have done something to allay the suspicion that the Claimants clearly feel in relation to this matter. Declining to supply a list is only likely to fuel suspicion, not to allay it. Of course, were it the case that a further list were not being provided because the Defendants did not wish to say something that would have to be said in connection with such a list (as to which there is no evidence) then that would be all the more reason for their providing one; if it is not the case then dealing with the situation would be extremely simple. Either way, the Defendants should provide the list sought by the Claimants. Conclusions I shall therefore make such orders as are appropriate in the light of the findings I have made in this judgment. The parties will doubtless want to consider that point and decide what is technically the best way of going about the matter. In the case of any dispute, I shall rule further.

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 1 of 39 EXHIBIT 3

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 2 of 39 258 West London Pipeline v Total UK [2008] 2 CLC West London Pipeline and Storage Ltd & Anor v Total UK Ltd & A Ors. [2008] EWHC 1729 (Comm) Queen’s Bench Division (Commercial Court). Beatson J. 2 Judgment delivered 22 July 2008. Specific disclosure — Litigation privilege — Cross-examination — When court could go behind affidavit of documents — Third party sought specific disclosure of documents — Litigation privilege claimed — Material sought gathered in course Cc of investigations into incident — Dominant purpose of investigations so that solicitors could provide legal advice in connection with expected proceedings — Implied statutory duty to investigate but no duty to report — Affidavits did not enable court to conclude that claim for privilege established — Maker of affidavits required to swear further affidavit dealing with matters on which earlier affidavits not satisfactory — Not appropriate to order cross-examination — Civil Procedure Rules 1998, r. 32.7 — Control of Major Hazard Regulations 1999. This was an application by the third party (TAV) for specific disclosure of documents over which the defendants had asserted litigation privilege. E The proceedings arose out of the explosion and fire at the Buncefield Oil Terminal in Hertfordshire in December 2005. The fire engulfed a large proportion of the terminal’s site and caused injuries to individuals and very significant damage to properties in the area. Negligence had been admitted. There was to be a trial of preliminary issues to determine, among other things, who was the operator of the site for the purposes of the Control of Major Hazard Regulations 1999 (‘the COMAH Regulations’), which applied to the site, and who was responsible for the negligence and thus liable for the consequences of the incident. Those issues involved determining whether the relevant persons working at the terminal were ‘embedded’ into Hertfordshire Oil Storage Ltd G (HOSL) so that HOSL alone would be vicariously liable for any negligence on the part of those persons. HOSL was a joint venture between Total and Chevron. TAV was the engineering company which designed and manufactured the high level switch which was fitted to Tank 912 from which the fuel spilled. The material TAV sought from the Total defendants and from HOSL was factual material gathered by them in the course of their investigations into the incident. It included interviews conducted, the outcome of the investigations the operator of the site undertook as part of the safety management system it was required to have by the COMAH Regulations, and the reports of the accident investigation teams set up by Total and HOSL. The Total defendants and HOSL resisted the © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 3 of 39 QB West London Pipeline v Total UK 259 A applications on the ground that the investigations fell within the rule in Waugh v British Railways Board [1980] AC 521 and were covered by litigation privilege. Their evidence was that it was expected that civil and criminal proceedings might be brought against them and that the dominant purpose of the investigations was to identify the causes of the explosion so that their solicitors could provide legal advice in connection with the expected proceedings. They argued that the dominant purpose of the accident investigations was to obtain factual information so that the lawyers could provide advice about the contemplated proceedings, and that there was no jurisdiction to go behind an affidavit as to disclosure, including one claiming privilege, by ordering cross-examination. Cc Held, ruling accordingly: 1. Where a report was prepared pursuant to a statutory obligation the purposes of the instigator of the report were irrelevant. There should be no difference in principle where the obligation was a regulatory rather than a statutory obligation. However, the Total defendants’ claim for privilege could not be rejected on the ground that the Total accident investigation reports and communications were produced pursuant to Total’s regulatory duties under the COMAH Regulations: while there might be an implied duty under the regulations to investigate, there was no duty to report; more fundamentally, it had not been established that Total was the operator of the site for the purpose of the COMAH Regulations. That E would be a major issue at the trial. (Lonrho plc v Fayed (No. 3) (The Times, 24 June 1993) and Re Barings plc [1998] 1 All ER 673 considered.) 2. There were a number of respects in which the Total defendants’ affidavits were not satisfactory. They did not enable the court to conclude that the claim for privilege had been established. They exhibited no documents in support of what was said as to the purpose of establishing the Total accident investigation. However, in the light of the statement that the dominant purpose in setting up the investigation was to prepare for contemplated legal proceedings, it would not be appropriate to order inspection of the documents on the ground that the defendants had not satisfied the burden of proof. The affidavits did not disclose G all that they ought to disclose. A further affidavit should be sworn to deal with the matters which the earlier affidavits did not cover or on which they were unsatisfactory. (Birmingham & Midland Motor Omnibus Co Ltd v London & North Western Railway Co [1913] 3 KB 850, Ankin v London & North Eastern Railway Co [1930] 1 KB 527 and National Westminster Bank ple v Rabobank Nederland [2006] EWHC 2332 (Comm) considered.) 3. On the assumption that there was jurisdiction to order cross-examination in this context, this was not an appropriate case for doing so. [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 4 of 39 260 West London Pipeline v Total UK [2008] 2 CLC The following cases were referred to in the judgment: Ankin v London & North Eastern Railway Co [1930] 1 KB 527. Atos Consulting Ltd v Avis plc (No. 2) [2007] EWHC 323 (TCC). Attorney-General v Emerson (1882) 10 QBD 191. Bank Austria Akt v Price Waterhouse (16 April 1997). Barings plc, Re [1998] 1 All ER 673. Biguzzi v Rank Leisure plc [1999] 1 WLR 1926. Birmingham & Midland Motor Omnibus Co Ltd v London & North Western Railway Co [1913] 3 KB 850. Fiona Trust Holding Corp v Privalov [2007] EWHC 39 (Comm). Cc Frankenstein v Gavin’s House-to-House Cycle Cleaning and Insurance Co [1897] 2 QB 62. Grant v Downs (1976) 135 CLR 674. Guinness Peat Properties Ltd v Fitzroy Robinson Partnership [1987] 1 WLR 1027. Highgrade Traders Ltd, Re [1984] BCLC 151. House of Spring Gardens Ltd v Waite [1985] FSR 173. Jones v Monte Video Gas Co (1880) 5 QBD 556. L(A Minor) (Police Investigation: Privilege), Re [1997] AC 16. Lask v Gloucester Health Authority (6 December 1985). London Fire and Emergency Planning Authority (LFEPA) v Halcrow Gilbert & Co E Ltd [2004] EWHC 2340 (QB). Lonrho plc v Fayed (No. 3) (The Times, 24 June 1993). McAvan v London Transport Executive [1982] CA Transcript 498. Motorola Credit Corp v Uzan [2003] 2 CLC 1026; [2004] 1 WLR 113. National Westminster Bank plc v Rabobank Nederland [2006] EWHC 2332 (Comm). Neilson v Laugharne [1981] 1 QB 736. Nomura International plc v Granada Group Ltd [2007] EWHC 642 (Comm); [2007] 1 CLC 479. Purdy v Cambran (17 December 1999). R v Derby Magistrates’ Court, ex parte B [1996] AC 487. G R (on the application of Morgan Grenfell & Co Ltd) v Special Commissioner of Income Tax [2003] 1 AC 563. Sumitomo Corp v Credit Lyonnais Rouse Ltd (2001) 151 NLJ 272; [2002] 1 WLR 479 (CA). Three Rivers District Council v Bank of England [2005] 1 AC 610. Visx Inc v Nidek Co Ltd [1999] FSR 91. Waugh v British Railways Board [1980] AC 521. Winterthur Swiss Insurance Co v AG (Manchester) Ltd [2006] EWHC 839 (Comm). Yukong Lines v Rendsburg (17 October 1996, CA). © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 5 of 39 QB West London Pipeline v Total UK 261 (Beatson J) A G Pollock QC and C Blanchard (instructed by Halliwells) for the third party/ applicant. Lord Grabiner QC and A Maclean (instructed by Davies Arnold Cooper) for the first and second defendants/respondents. P Edey (instructed by Edwards Angel) for the third defendant/respondent. JUDGMENT Beatson J: Introduction 1. The principle issue in the applications before me is whether the court can go behind an affidavit sworn by a person claiming litigation privilege, and, if so, in what circumstances and by what means. The proceedings in which the applications have been made arise out of the explosion and fire at the Buncefield Oil Terminal in Hertfordshire on 11 December 2005. The fire engulfed a large proportion of the terminal’s site and caused injuries to individuals and very significant damage to properties in the area. Several hundred million pounds are claimed. There is to be a trial of preliminary issues before David Steel J in October 2008. Negligence has been admitted. The principal issues now are between the defendants, Total UK Ltd, Total Downstream UK plc (the “Total defendants’) and Hertfordshire Oil Storage Ltd E (‘HOSL’). 2. The principal issues include: who was the operator of the site on December 11 for the purposes of the Control of Major Hazard Regulations 1999 (the “COMAH Regulations’), which applied to the site, and who was responsible for the negligence and thus liable for the consequences of the incident. These issues involve determining whether the relevant people working at the terminal were ‘embedded’ into HOSL so that HOSL alone would be vicariously liable for any negligence on the part of those people. HOSL is a joint venture between Total and Chevron. If HOSL alone is responsible for the incident, the joint venture arrangements may mean that 40% of the financial consequences will ultimately be borne by Chevron. 3. TAV Engineering Ltd (‘TAV’) is the engineering company which designed and manufactured the high level switch which was fitted to Tank 912 from which the fuel spilled. It is the third party in this action. In application notices dated 22 May and 17 June 2008 it seeks specific disclosure of documents over which the Total defendants and HOSL have asserted litigation privilege. TAV also applied to cross-examine Mr Malcolm Jones, the Managing Director of Total UK Ltd, and Mr Richard Jones, a director of HOSL, who served affidavits in opposition to the applications, although no application notice supported by evidence was issued as required by CPR 32.7. During the course of the hearing the applications concerning HOSL were abandoned. TAV was right to do so. For reasons I give at the end of this judgment, those applications were unsustainable. [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 6 of 39 262 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) 4. The material TAV seeks from the Total defendants and sought from HOSL is A factual material gathered by them in the course of their investigations into the incident. It includes interviews conducted, the outcome of the investigations the operator of the site undertook as part of the safety management system it was required to have by the COMAH Regulations, and the reports of the accident investigation teams set up by Total and HOSL. The Total defendants and HOSL resist the applications on the ground that the investigations fall within the rule in Waugh v British Railways Board [1980] AC 521 and are covered by litigation privilege. In affidavits sworn on their behalf it is stated that it was anticipated that civil and criminal proceedings would be brought against them and that the dominant purpose of the investigations was to identify the causes of the explosion so that their solicitors could provide legal advice in connection with the anticipated proceedings. C 5. The Total defendants have also brought Part 20 proceedings against Chevron and Motherwell Control Systems (‘MCS’) who installed a computer controlled automatic tank gauging system and was responsible for maintaining that and the alarm system. The claim against TAV is for an indemnity or contribution on the basis that TAV was negligent in the design, manufacture and supply of the switch that failed to operate, a failure which caused or contributed to the incident. The switch manufactured by TAV was fitted by MCS. It was designed to be triggered when the fuel rose to a predetermined distance from the tank top. When it was triggered, an alarm would sound in the control room and the flow of oil into the tank would cease. TAV has claimed an indemnity or contribution from MCS in the event that it is held E liable to pay Total anything. The evidence 6. The evidence before me consists of three witness statements by Mr Robert Campbell, a partner in Halliwells LLP solicitors, on behalf of TAV, respectively dated 22 May and 17 and 19 June 2008, affidavits by Malcolm Jones, on behalf of the Total defendants, sworn on 27 June and 7 July 2008, and affidavits on behalf of HOSL by David Young, the partner in Eversheds LLP who attended the board meetings of HOSL on 5 and 12 January 2006, and Richard Jones, both sworn on 30 June 2008. I G leave aside the vital question of the purpose for which the investigations were set up, and summarise the non-contentious evidence in a broadly chronological way. 7. At midday on 12 December 2005, the day after the incident, Davies Arnold Cooper gave legal advice to Total’s lawyers in Paris. This was forwarded to Total UK soon afterwards and, on the same day the Total Accident Inspection Team (the ‘Total AIT’) was set up. Its members were; Steve Ollerhead, then the Logistics Coordinator of Marketing Europe for Total France, Jon Cook, Total’s Safety Environmental and Quality Manager, John Donald, a Process Safety Expert, and Russell Poynter, Total UK’s Head of Legal and HSEQ. The Total AIT was supported by a back office team which included individuals from Total’s Paris headquarters. By then representatives © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 7 of 39 QB West London Pipeline v Total UK 263 (Beatson J) A of the Health and Safety Executive and the Environmental Agency were on the site and had taken control of it and all computer files and paperwork on the site. A notice dated 12 December and headed ‘Buncefield update for colleagues’ was posted on Total’s intranet in the name of Malcolm Jones. 8. Mr Ollerhead’s accident investigation progress report for 11-18 December, dated 18 December, states that on 12 December Messrs Chamoux, Sebbane, Gabillet, Jegousse, and Blanckaert arrived from Paris and that Mr Poynter and another Total representative interviewed the two staff present at the time of the incident and the manager of the Buncefield terminal. Mr. Gabillet was at that time the Department Head of HSEQ Logistics Marketing for France. 9. The entry in the progress report for 13 December refers to a list of questions of a general nature developed by Mr. Gabillet for the Executive Overview Group. It also states that it was agreed on that day that all email communication should be channelled through Mr Ollerhead to ensure confidentiality and that there was a meeting with the Health and Safety Executive on site to discuss how the HSE investigation would proceed and to discuss eventual handover of the site to Total. 10. A notice dated 14 December posted on Total UK’s intranet over Malcolm Jones’s name and headed, ‘Total UK Investigation Team’ states that Malcolm Jones had appointed a Total UK team to investigate the incident. 11. Mr Ollerhead’s accident investigation progress report records that on Thursday 15 December ‘the AIUK team met to discuss the terms of reference of the AI (see separate note)’. 12. HOSL’s Board met on 16 December and resolved to appoint lawyers to conduct the defence of any criminal proceedings and to advise the Board whether the company needed to carry out its own investigation into the incident. 13. A document dated 18 December by Mr Ollerhead, and headed ‘Confidential and Legally Privileged’ deals with the organisation and objectives of the Total AIT. G Its introduction states: ‘It is of course vitally important that the accident investigation is carried out as effectively and quickly as possible in order to learn the lessons from this incident and to implement whatever actions are deemed necessary at other terminals.’ 14. This document lists and describes the members of the team and the back office team. There is an organogram with the Total UK accident investigation team in the middle and lines above it to Total Paris and to Total UK’s Managing Director, Mr Malcolm Jones. There is a line below the Total AIT to the back office team, to Total UK and HOSL personnel as necessary (and through them to the Health and Safety Executive and the Environmental Agency), to consultants if required, and to Chevron[2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 8 of 39 264 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) Texaco personnel. There was a query with regard to Chevron-Texaco whose role had A not then been agreed. There is also a line to Mr Coull of Total UK HSE on whose HSE expertise Mr Poynter is stated to have relied heavily. 15. Under the heading ‘terms of reference’, the document states that Total UK’s investigation would take place in parallel with the HSE investigation and that experience from earlier investigations suggested that the HSE would probably not be interested in Total’s investigation and their main interest in Total at that stage was to be confident that they were cooperating fully. The proposed deliverables include ‘make recommendations for measures to be put in place to prevent a recurrence’ , ‘reappraise existing risk assessments’ and ‘satisfy legal reporting and recording duties’. It is also stated that, ‘due to the urgent need to learn lessons and to make recommendations it Cc is suggested that a preliminary report is published by Friday 23 December’. 16. A memorandum from Mr Ollerhead dated 19 December 2005 was sent to a number of people in Total, including Mr Malcolm Jones, Mr Poynter, and others from locations in the UK, France and Belgium. It states inter alia that the Buncefield explosion had many similarities to an explosion which occurred at Saint Herblain near Nantes and recommends that the ‘back office’ team in Paris look into the lessons learned from that incident ‘and what we know so far of the incident at Buncefield to come up with proposals for a ‘SAFETY/FLASH’ report for rapid implementation in order to minimise the risk of this type of explosion happening again’. This memorandum is headed ‘Confidential and legally privileged’ and Mr Ollerhead states E that recipients should ensure that any replies by email also have this heading. On 19 December Russell Poynter emailed Barbara Dyer at Chevron, stating inter alia that ‘the TOTAL investigation team will be required by its parent to continue with its work’. 17.On 20 December 2005 the Health and Safety Commission exercised its power to require the Health and Safety Executive and the Environmental Agency to investigate the incident. The Buncefield Major Incident Investigation Board (‘BMIIB’) was set up under the chairmanship of Lord Newton of Braintree and is doing so. Its terms of reference include; a thorough investigation of the incident, establishing causation including root causes, identification of information requiring immediate action and G recommendations for future action to ensure management of major incident risk sites governed by the COMAH regulations. The terms of reference envisage that the BMIIB’s report for the HSE and the EA would, subject to legal considerations, be made public. The BMIIB has produced progress reports in February, April and May 2006 and an ‘initial report’ in July 2006. The health and safety investigations after the incident suggest that the TAV switch fitted to Tank 912 did not have the padlock used to hold the check lever in its normal operational position in place and that the check lever had either fallen or been left considerably below its proper operational position. © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 9 of 39 QB West London Pipeline v Total UK 265 (Beatson J) A 18. On 21 December DLA Piper Rudnick Gray Cary LLP met Total’s in-house legal team and were instructed in relation to possible criminal proceedings against Total. 19. On 22 December HOSL’s Board authorised its Company Secretary and inhouse lawyer to seek advice from solicitors as to whether it should carry out its own investigation. Following receipt of such advice, on 5 January 2006 HOSL’s Board resolved to set up a separate HOSL accident investigation team. The team was approved at a Board meeting on 12 January and it reported to the Board through HOSL’s solicitors, Eversheds. C 20. The material before the court includes a number of other documents published by Total UK Ltd. There are a number of versions of Total UK Ltd’s Incident Reporting and Investigation Application Guide (‘the Guide’), dated between January 2004 and February 2006, but there are no material differences between them. The cover of the Guide states ‘this Application Guide provides a mandatory system for the reporting and investigation of all incidents and near misses throughout Total UK Ltd’. 21. In the section on its scope, it is stated that the Guide applies throughout all of the various operating areas of the company and that all significant incidents or near misses involving Total UK’s staff or contract staff that occur on Total premises, or while working for Total, must be reported. It is also stated that the guide covers E investigation and that the investigation’s purpose is to examine the events leading up to the incident, during the incident and the final outcome. This, it is stated ‘will aid the discovery of root causes from which remedial action plans can be developed’. 22. The Guide states there is provision for the electronic recording of incident reports and investigations and the downloading of such material onto a database system. The information held on the database includes relevant data concerning the incident to allow prompt reporting to line management, the insurance department, the HSEQ department and the relevant authorities. It includes a calculation of the loss potential to determine the level of investigation required, and a description of any immediate actions that have been taken to rectify the situation and to prevent the G incident from occurring again. The ‘investigation and review’ section of the database contains information about the investigation taken to identify the immediate and root causes of the incident and an action plan to address them. It also refers to a review of high potential incidents by senior management to ensure that all necessary steps have been taken to prevent the incident from happening again, and a final review by the HSEQ department to ensure that the incident was appropriately reported and investigated and that suitable corrective and preventive actions have been identified and put in place. 23. In the case of incidents with a high potential there is a mandatory requirement of a formal team SCTA (Systematic Causal Tree Analysis) investigation. The Guide states that the categorisation of an incident as of ‘low’, ‘medium’, or ‘high’ [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 10 of 39 266 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) potential depends on the score achieved in matrices of potential severity factors and A probability of reoccurrence factors. Guidance is given as to the application of the two matrices. Thus an incident that causes multiple fatalities, or major pollution with sustained environmental consequences, or over £6 million loss is categorised as catastrophic. To qualify as being of high potential a score of 8 or more has to be achieved. Accordingly, an incident with ‘catastrophic’ potential severity but a ‘remote probability’ of reoccurrence would only qualify as of ‘medium’ potential. The Guide requires an incident report to be completed within one working day, and an investigation to be completed within 10 working days. It states that ‘any fire or explosion’ should be reported on the database. 24. The major accident prevention policy, applicable to the Buncefield site, which C is headed “Totalfina Terminal: HOSL’ and ‘Totalfina Great Britain Ltd.’ states that the company are committed to ‘evaluate and report our accidents and near misses’. It also states that procedures, systems and processes have been put in place to manage the integrity of the company’s activities. Paragraph 4 of the section concerned with realising the policy states ‘we will report and investigate incidents and near misses and follow up as necessary to improve our performance’. This document is signed by Mr White, then Buncefield’s Terminal Manager, and Mr Ollerhead, then Total’s Director of Logistics. It will be recalled that Mr Ollerhead was a member of the Total Accident Investigation Team. 25. Element 5 of Total’s Loss Control Manual is headed ‘Accident Investigation’ E This states: “There is a formal procedure HSEQ20, for investigating accidents or near misses. This procedure is aimed at fact finding rather than fault finding, and seeks to establish basic or root causes of any accident or incident in an effort to prevent a reoccurrence.’ 26. HSEQ20 is Total’s Incident reporting and Investigation Application Guide to which I have referred. The Loss Control Manual also states that in the case of specified accidents or near-misses, including major fires and spillages: “A report must be completed and sent within one working day, with any necessary immediate actions recorded. Where an investigation is required this must be completed within ten working days, followed by a review meeting to ensure that all required actions have either been implemented or programmed.’ 27. An undated document entitled ‘Spillage Procedure EPO3’ states that spillages are considered ‘critical failures’ which are to be reported. The September 2005 job specification for safety advisers at terminals includes responsibility for ensuring ‘that all incidents are appropriately investigated within 10 working days and that copies are sent to the relevant persons as defined in the Application Guide’. © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 11 of 39 QB West London Pipeline v Total UK 267 (Beatson J) 28. Total UK’s corporate social responsibility policy, authorised in May 2005, contains a statement by Mr Malcolm Jones that ‘health and safety is a paramount priority for the company’ and that it is committed to complying with legislation appropriate to its activities to minimise the risk to health and safety at work to all employees, contractors, customers, local communities, and general public. Its environmental charter signed by Thiery Desmarest, its Chairman and CEO, also refers to safety as a paramount priority, the formulation of relevant action plans and suitable control procedures and ‘emergency facilities and procedures ... in order to respond effectively in the case of accidents’. Cc 29. Total UK’s Environment and Social Responsibility Report 2006 contains an introduction signed by Michel Contie, a senior vice president for Northern Europe. The introduction states that Total continues ‘to put safety at the forefront of everything we do and the company acts on near misses’. The introduction also states: “We are still analysing lessons learned from the December 2005 fire at the Buncefield terminal operated by Hertfordshire Oil Storage Ltd (HOSL), in which we are a 60% share holder. While still awaiting the findings of the official enquiry, we are nonetheless working with the industry and the regulators to share information and consider lessons learned.’ E 30. The Corporate Social Responsibility section of the report refers to safety reporting and internal audits. The section on health and safety has a section entitled ‘Lessons from Buncefield’. This states: ‘Following the fire at Buncefield terminal in 2005, investigations have been carried out by the Health and Safety Executive (HSE), the Environment Agency, site operator Hertfordshire Oil Storage Ltd (HOSL) and Total. In parallel, a task group comprising a number of working groups with both regulator and industry representatives has very successfully brought together all the industry stakeholders including unions to share learnings and recommend improvements across the industry. Although we still await the HSE’s final report and response, along with the rest of the industry we have already taken many actions including assessments of remotely operated shut off valves and tank alarms set points.’ 31. An update notice about the Buncefield incident posted on Total UK’s intranet on 10 February 2006 over Malcolm Jones’s name states inter alia ‘there are three investigation teams currently working to ascertain the cause of the incident. One each from the HSE, Total and HOSL’. [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 12 of 39 268 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) The COMAH Regulations A 32. These regulations impose obligations on the operator of the Buncefield site. The COMAH Regulations define the operator of a site as ‘a person who is in control of the operation of an establishment or installation’: reg. 2(2). Regulation 5 requires the operator to have a Major Accident Prevention Policy ((MAPP’) document with sufficient particulars to demonstrate it has established a Safety Management System (‘SMS’), taking account of the principles specified in the regulations (reg. 5(3)). 33. Regulation 4 imposes a general duty on operators to take ‘all measures necessary to prevent major accidents and limit their consequences to persons and the environment’. It was submitted on behalf of TAV that the ‘measures’ include C investigations into incidents. Regulation 5(5) requires the operator to implement the policy set out in its MAPP document. 34. Regulation 7(7) requires the operator of an existing establishment to send to the competent authority (the Health and Safety Executive and Environmental Agency combined) a safety report containing the information specified in the schedule. Schedule 2, which applies to regulation 5(3), provides that the Safety Management System issue shall address monitoring performance and ‘the mechanisms for investigation and taking corrective action in the case of non compliance’ (paragraph 4(f)). Paragraph 4(f) also provides that the procedures should cover the operator’s system for reporting major accidents or near misses, ‘and their investigation and E follow up on the basis of lessons learned’. The purpose of safety reports, including those required by regulation 7(7), is to demonstrate that a safety management system for implementing the major accident prevention policy has been put into effect and that adequate safety and reliability have been incorporated into the design and construction, and operation and maintenance of any installation and equipment. The requests for the documents and the claim to privilege 35. On 13 March 2008 Pinsent Masons, which acts of behalf of some of the claimants in the action, wrote to Total’s solicitors, Davies Arnold Cooper, about a number of disclosure matters. Paragraph 9 of this letter states: G ‘... There are certain categories of post-incident documents, including (i) investigation report or “root cause” analysis carried out by your clients or HOSL and (ii) documents generated as a result of the HSE investigation which ought to have been, but do not appear to have been, disclosed. As to (i) it is common practice within the industry for oil companies to prepare such reports/analyses following major health and safety incidents which occur during the course of their operation. Indeed, the COMAH regulations require the operator of sites such as HOSL to have in place a major accident prevention policy, which includes procedures for reporting major accidents or near misses, particularly those involving failure of protective measures ... Any such report would go into © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 13 of 39 QB West London Pipeline v Total UK 269 (Beatson J) A significant detail as to the causes of the incident and would be of considerable evidential value. There is no obvious reason why any such documents would be privileged. As to (ii), we consider that documents which passes between your clients/HOSL and the HSE in the course of its investigation would not be privileged and ought to be disclosed, including final witness statements.’ 36. On 4 April, Pinsent Masons wrote to Davies Arnold Cooper and Herbert Smith noting that although Davies Arnold Cooper had indicated it would revert on the matters raised in paragraph 9 and other paragraphs ‘in due course’. They had not had a response. The letter states that they are principally concerned to see documents pertaining to Total’s post incident investigation or root cause analysis into C the incident. The letter enclosed a copy of the email from Russell Poynter to Barbara Dyer at Chevron to which I have referred. 37. Davies Arnold Cooper responded to Pinsent Masons in a letter dated 23 April. The material parts of this letter state: ‘In the immediate aftermath of the Buncefield incident, by which we mean the morning of the incident itself, Sunday 11 December 2005, it was apparent to senior members of our client’s management structure, including Mr Russell Poynter, Head of Legal at Total UK Limited (‘Total’), that the size and scale of the incident was such that civil claims for compensation were inevitable and E that, given our clients’ connection with the terminal amongst others, it was likely that they would be parties to those proceedings. It was also apparent that there was a real prospect of criminal prosecution under health and safety legislation. There was therefore an immediate recognition that it would be necessary to ascertain the causes of the explosion in order to obtain properly informed legal advice and to defend Total’s position in the anticipated legal proceedings. Accordingly, whilst there also existed Total’s own internal requirements for an accident investigation and the requirement under the COMAH regulations for the reporting of major incidents, the immediate and primary purpose of the investigation which followed was to obtain a detailed factual understanding of the causes of the incident in order that Total’s legal advisers could be properly G informed when providing legal advice and more specifically when defending Total’s interests in the anticipated legal proceedings. At midday on 12 December 2005, that is fewer than 36 hours after the incident, this firm provided a report containing detailed legal advice to Total’s Parisian lawyers which was forwarded to our clients at 14.57 on 12 December 2005. That document, inter alia, highlighted the requirement for investigations to ascertain the cause of the incident so that lawyers could be properly instructed for the purposes of the anticipated civil and criminal proceedings. It is in this context that Total’s Accident Investigation Team (“AIT”) was created on Monday 12 December. ... [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 14 of 39 270 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) On 21 December 2005, a meeting was held between six members of Total’s in A house legal team, including Mr Poynter, and Total’s newly appointed criminal solicitors, Messrs DLA Piper Rudnick Gray Cary LLP (“DLA”). At that meeting, DLA repeated that in order to be able to provide clear and unambiguous advice in connection with the anticipated criminal proceedings, they needed to know the full facts surrounding the incident. DLA emphasised the requirement for Total’s investigations to be aimed at explaining the factual position in order that Total’s defence to the contemplated criminal prosecution could be properly formulated. The advice provided during the course of that meeting was reiterated and amplified in detail in a briefing note to Total dated 6 January 2006, which was acted upon by Mr Poynter in his capacity as Total’s Head of Legal and as a AIT member. C We confirm that the AIT referred to above produced various reports between 22 December 2005 and 23 June 2006. Those documents were created for the dominant purpose of identifying the causes of the explosion in order that our clients’ solicitors could provide legal advice in contemplation of the expected civil litigation and criminal proceedings and to assist them to defend Total’s interests in the civil proceedings once they were commenced. They are therefore privileged. It is not disputed that the AIT investigation and reports also address lessons that could be learned from the incident and fulfilled COMAH requirements. However, for the reasons already explained, those purposes were subsidiary and subservient to the dominant purpose as set out above.’ E 38. The letter also deals with other reports which it states were prepared for the dominant purpose of assisting Total in its defence of civil and criminal proceedings and notes of interviews by the competent authority prepared by Total’s lawyers who were present and in respect of which legal advice privilege as well as litigation privilege is asserted. It also deals with other interviews and the HOSL post incident investigation in respect of which both legal professional privilege and common interest privilege were claimed. 39. On 7 May, Halliwells replied stating they did not agree that Total’s investigations were privileged and that the relevant question should be whether the G investigation following the incident would have been undertaken even if there was no reasonable anticipation of proceedings. On 14 May, Davies Arnold Cooper replied stating that they had nothing to add to their further letter and maintaining their claim to privilege. 40. Following TAV’s application against the Total defendants, Halliwells wrote stating that they would be issuing a specific disclosure application against HOSL and stating that Davies Arnold Cooper’s position in the letters dated 23 April and 14 May ‘can be characterised as a bare assertion that the documents in question were created for the dominant purpose of obtaining legal advice in anticipation of litigation’ and that despite the invitation to do so “you have chosen not to expand on that assertion © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 15 of 39 QB West London Pipeline v Total UK 271 (Beatson J) A in correspondence’. The letter then sets out the basis upon which TAV disputes the claim that the applicable “dominant purpose’ test has been satisfied and particularises the documents sought. 41. On 17 June the application was issued against HOSL. Halliwells’ letter dated 18 June accepts that the documents had not previously been requested directly from HOSL and that HOSL and its solicitors had not expressed any comments in relation to HOSL’s entitlement to assert privilege. 42. There were further exchanges between the solicitors about the service of evidence. In their letter dated 27 June enclosing Mr Malcolm Jones’ affidavit, Davies C Arnold Cooper provided two of the documents sought by TAV, a report entitled ‘Initial Findings on the Ultra High Alarm Functioning Testing carried out by HSE and HOSL’ and the preliminary analysis of the Motherwell disk data. The letter states that these reports are subject to legal professional privilege but that Total is willing to waive privilege in these documents which were not prepared under the auspices of either the Total accident investigation team or the HOSL accident investigation team. 43. In a letter dated 30 June 2008, Halliwells asked Davies Arnold Cooper to confirm that Mr Malcolm Jones would be available for cross-examination at the hearing. A similar request was made to Edwards Angel Palmer and Dodge in respect of Mr Richard Jones. Neither request gives a reason for the request for crossE examination of the affidavit of a witness at an interlocutory hearing. No reasons were given in relation to the request concerning Mr Richard Jones. In a letter dated 2 July to Davies Arnold Cooper, Halliwells state, relying on LFEPA v Halcrow [2004] EWHC 2340 (QB) that the court has jurisdiction to order cross examination on an affidavit and this “is particularly so when the affidavit in question cries out for elucidation, as is the case with Mr [Malcolm] Jones’ affidavit’. 44. Although Davies Arnold Cooper’s letter of 23 April containing reasons the writer regards the documents sought as privileged is before the court, there is no affidavit in support of the claim from a member of the firm. The evidence in support of the claim is contained in Mr Malcolm Jones’ first affidavit. Paragraph 5 lists the G members of the Total AIT and states that Russell Poynter is a member ‘in his capacity as Total’s Legal Manager’. The affidavit also states: ‘4. As Managing Director of TUKL, my duty is to protect its best interests. In that capacity, I was responsible for setting up the Total Accident Investigation Team (“AIT”) on 12 December 2005 in response to the major fire and explosion at Buncefield on Sunday 11 December 2005 (the “‘incident’’). 6. At the time that I set up the AIT, the Health and Safety Executive (“HSE”) and the Environmental Agency (“EA”) were already on site and had started their investigation. These investigations are ongoing. The HSE took control of the Buncefield site and of all access to all computer files and paperwork [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 16 of 39 272 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) on site in order to carry out their investigation. The investigation was then the A HSE’s highest priority investigation and in the region of 40 HSE personnel were involved from the outset. The purpose of the HSE’s investigation was to find out what happened and the cause or causes of the incident. Total has at all times fully cooperated with the HSE’s investigation. 7. As soon as I learned of the incident, my immediate concern was to ascertain the extent of any injuries and other damage. Having quickly established that only minor injuries had been suffered, I then turned my mind to the risks affecting Total as a Company. I was fully aware of the likelihood of both civil and criminal proceedings and that Total needed to establish the facts in order to be in a position to defend its interests in relation to any proceedings. C 8. In setting up the AIT, the main risks to Total which I was concerned with were: (1) the risk of criminal proceedings being brought either by HSE or the EA; (2) the risk of civil claims being brought by third parties; and (3) the risk to the image and reputation of Total. I considered TUKL to be at real risk of potential proceedings following the Incident. The fact that the terminal was under joint venture control through Hertfordshire Oil Storage Limited did not make me feel Total was free of risk of litigation. I expected that parties who had suffered damage might very well explore the chance to claim from Total. My objective in setting up the AIT was therefore to gather facts in order that Total could address these risks and, in particular, secure legal advice in respect of any criminal and E civil proceedings. 9. Given that the primary purpose of the AIT was to prepare for criminal and civil claims and get legal advice, I appointed Russell Poynter, Total’s Legal Manager, to the AIT from the outset. There is no provision for the inclusion of a legal representative on accident investigation teams in Total’s procedures and this was the first time that Russell Poynter, or any other legal representative, had been included in a Total accident investigation team. Russell Poynter reported to me routinely in line with the primary purpose of the AIT and following the Incident, he took immediate steps to instruct external solicitors to act for Total. Davies Arnold Cooper were instructed to advise Total in respect of potential civil claims G on the day of the Incident. DLA Piper (“DLA”) were instructed on 21 December 2005 to advise Total in respect of potential criminal liability. 10. On their appointment DLA took over responsibility for the AIT and from then onwards Russell Poynter and DLA reported to me in respect of the AIT’s progress. I had regular updates from both Roy Tozer, the partner at DLA, and Russell Poynter as to the progress of the AIT. 11. Of course, the AIT investigation would by necessity carry out a factual analysis and look at what went wrong and what lessons could be learned. However, this was not the primary purpose for which the AIT was established. © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 17 of 39 QB West London Pipeline v Total UK 273 (Beatson J) A I knew that the HSE investigation would consider the lessons to be learned by Total and others in the industry. My main concern was to protect Total from the risks I have outlined above. Steve Ollerhead, Jon Cook and John Donald’s role on the AIT was to provide the appropriate expertise to establish the facts in order that the legal risks could be addressed. I wanted the members of the team to have a free rein to investigate the facts in order that the lawyers and I could understand the risks identified above as soon as possible. 12. I have been shown a note prepared by Steve Ollerhead dated 18 December 2005 attached to an email from Steve Ollerhead dated 19 December 2005 to, amongst others, me. [The email and the documents attached to it are exhibited C to Mr Jones’s affidavit.] I understand that this email and its exhibits are among the documents over which TAV has challenged Total’s claim to privilege in this application. For the avoidance of doubt by referring to in and exhibiting this document to this Affidavit for the limited purposes of this application, I am not waiving Total’s legal professional privilege in it or in any other document or legal advice received by Total. I do not recall seeing this document at the time and do not believe I would have looked at the document as we were working mainly through oral communication at the time. In the aftermath of the Incident most of my days were spent either in meetings or on the telephone, and I was only reading emails which were specifically being brought to my attention. In his note of 18 December 2005, Steve Ollerhead sets out his understanding of the E terms of reference of the AIT, in particular under the “Proposed Deliverables” heading. Steve Ollerhead’s note reflects an incorrect understanding of my aims in instituting the investigation and does not encapsulate the primary purpose of the AIT as set out above. While the fact-finding exercise was important, the primary purpose of the AIT was not in relation to learning lessons for the future. 13. It has been explained to me that TAV have asserted that (i) the AIT may have been set up in accordance with either HOSL’s Safety Management System (“SMS”) or TUKL’s corporate emergency response plan and (ii) that it would have been undertaken even if there were no resulting damage to non-Total property and no reasonable anticipation of litigation. Those assertions are not G correct. 14. In respect of HOSL’s SMS, that was only relevant to HOSL and had no bearing on Total’s response to the Incident. I presumed that HOSL would have had an SMS in place but I had no knowledge of its contents. As regards TUKL’s corporate emergency response plan, this is aimed at business recovery and focuses on how emergencies are handled by TUKL. In setting up the AIT, I did not have regard to any internal Total (or HOSL) procedures. In the normal course of events if an incident occurred at a joint venture site, the joint venture would carry out the investigation itself, not Total. I am aware of a number of occasions prior to the Incident when HOSL carried out its own investigation into incidents at the Buncefield site. [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 18 of 39 274 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) A 15. In respect of TAV’s hypothetical suggestion that the AIT would nevertheless have been undertaken even if there were no resulting damage to non-Total property and no reasonable anticipation of litigation, I do not agree. The AIT was only set up because litigation was reasonably anticipated given the extraordinary nature of the Incident.’ . 45. Mr Jones states, of the one day and ten day reports required by the Safety Management System, that ‘no such documents were produced’. Nor were any documents required by the Total UK Emergency Response Plan produced. 46. The information contained in Mr Ollerhead’s email and the documents attached C to it is summarised in paragraphs 8-9, 11, and 13-16 of this judgment. After the service of Mr Jones’ affidavit, Halliwells wrote to Davies Arnold Cooper asking to see the complete chain of correspondence from which the emails exhibited to Mr Jones’ statement were extracted and for disclosure of all documents evidencing the purpose of the Total investigation referred to in Mr Jones’ affidavit. Davies Arnold Cooper replied in a letter dated 1 July stating that the email exhibited to Mr Jones’ affidavit was not part of a chain of emails, that Mr Jones did not reply to it, and that there were no further documents evidencing his purpose in establishing the Total investigation. Halliwells responded requesting disclosure of all documents relating to the same subject matter as the documents exhibited to Mr Jones’ affidavit and stating that its request was not limited to Mr Jones’ purpose but extended to all documents E evidencing the purpose of the Total investigation. 47. On 4 July, Davies Arnold Cooper again stated that there were no further documents evidencing Mr Jones’ purpose and enclosed the extracts from notices posted on Total’s intranet in the name of Mr Jones, some of which touch on the Total AIT and other investigations, to which I have referred. This letter was written while Mr Jones was out of the country and he dealt with the material referred to in his second affidavit sworn on 7 July. Mr Jones states that these postings do not deal with the purpose of the Total AIT investigation and do not record that his primary purpose in setting up the Total AIT was to gather facts in order to secure legal advice in respect of prospective civil and criminal proceedings. He states that although the G postings bear his name, they were drafted by Total’s corporate communications team. He does not recall commenting on the drafts although it was likely he would have reviewed them. He states that there is nothing in the postings that causes him concern as they simply advise staff that the fact-finding exercise was underway. He also states that Total’s internal web pages are not an appropriate place to advertise to Total’s staff his motive for setting up the AIT enquiry. The final paragraph of this affidavit states that, as set out in his first affidavit, Mr Jones’ primary objective in setting up the AIT enquiry was to gather the facts in order that Total could secure legal advice in respect of any criminal and civil proceedings. © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 19 of 39 QB West London Pipeline v Total UK 275 (Beatson J) A Summary of the parties’ submissions 48. Mr Pollock QC’s submissions on behalf of TAV can be summarised as follows: B (1) Mr Malcolm Jones’s affidavit is unsatisfactory for a number of reasons. (a) It states that, but for the anticipated legal proceedings, Mr Jones would not have set up an AIT. However: Cc (i) It does not deal with the Total documents. These show that there is a mandatory investigation of all major incidents and near misses. (ii) It does not explain the roles of others in the company and the role of the Paris HQ although there was input from Paris to the AIT. Mr Ollerhead’s organogram suggests the AIT reported to Paris. In considering the evidence, it is important that the parties claiming privilege are Total UK Ltd. and Total Downstream Oil Storage Ltd. It is their status and their purpose that is important. Mr Jones’ evidence must be assessed in the light of this. (iii) The statement is not consistent with Davies Arnold Cooper’s letter of 23 April. E That letter refers to Total’s own internal requirements and to the COMAH regulations but states that the immediate and primary purpose of the investigation was to obtain a factual understanding so the lawyers could be properly informed when advising. (b) It states (paragraph 10) that Mr Poynter and DLA Piper reported to him in respect of the AIT’s progress. However, the emails exhibited to the affidavit suggest that information went to a wide variety of people within the Total group including a number of people in Total France, who were more likely to be interested in safety given the number of Total sites. Moreover, Mr Ollerhead’s organogram does not include links to the legal advisers. G (c) It states that they were working mainly though oral communication at that time and that was why he did not read Mr Ollerhead’s email and its attachments, but there is no evidence of oral communication with Mr Ollerhead, whose progress report states that it had been agreed that all email communications be channelled through him. (d) It states that Mr Ollerhead’s note misunderstands Mr Jones’s aims in instituting the investigation but does not say what, if anything, he said to Mr Ollerhead or other members of the AIT about those aims. The purposes and the timetable set by Mr Ollerhead reflected ‘the urgent need to learn lessons’ and suggest that Mr Jones did not explain his objectives to the AIT team. [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 20 of 39 276 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) (e) His statement that he had no regard to any of Total or HOSL’s procedures does not A make clear whether he did not know about these or whether he knew about them but did not consider they were applicable or decided to bypass them. (f) Mr Jones’ statements as to what his ‘objective’ was do not make it clear whether the stated one was his only objective. His statement in paragraph 9 that preparation for anticipated legal proceedings was the ‘primary purpose’ of the AIT, does not exclude another non-privileged purpose. (g) Mr Jones states that his duty was to protect Total UK’s best interests and in that capacity he was ‘responsible’ for setting up the Total AIT. Mr Pollock submitted that ‘responsible’ means that it was Mr Jones who appointed the members of the AIT, and Cc not that it was he who decided to have an AIT. (2) It must be possible to go behind an affidavit as to discovery because otherwise a party would be able conclusively to claim litigation privilege by his ipse dixit. The Rules of the Supreme Court did not make provision for cross-examination on affidavits prior to trial as CPR 32.7 does. The effect of CPR 32.7 taken together with the procedure in CPR 31.19 for challenging a claim of privilege means that the old authorities do not survive. Accordingly, there is jurisdiction under the CPR to order cross-examination on an affidavit as to discovery where the court, having carried out the necessary balancing, considers that the overriding objective requires it. (3) Total’s position as the operator of the site within the COMAH regulations meant it was under a regulatory duty to investigate with the result that, irrespective of what Mr Jones’ purpose was in setting up the Total AIT, in the light of the decision of Sir Richard Scott V-C in Re Barings plc [1998] 1 All ER 673 the AIT’s reports were not protected. That decision is authority for the proposition that, where a person or entity is under a statutory or regulatory duty to investigate and report, the purposes of those who instigate the investigation that leads to the report are irrelevant. Mr Pollock recognised the difficulty faced by the court that arises from the fact that a major issue in the litigation is whether it was Total or HOSL that was the operator of the site for the purpose of the COMAH regulations. 49. Lord Grabiner QC’s submissions on behalf of Total (and those of Mr Edey on behalf of HOSL) can be summarised as follows: (1) The affidavits sworn on behalf of the Total defendants and HOSL clearly state that the dominant purpose for the AITs was to obtain factual information so that the lawyers could provide advice about the contemplated proceedings. (2) There is no jurisdiction to go behind an affidavit as to disclosure (including one claiming privilege) by ordering cross-examination. If there is such jurisdiction, it is confined to the very narrow circumstance where the maker of the affidavit or the responsible authority contradicts what is said in the affidavit. In the case of the © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 21 of 39 QB West London Pipeline v Total UK 277 (Beatson J) A Total defendants, the issue is Malcolm Jones’s purpose in setting up the Total AIT, not Mr Ollerhead’s or anyone else’s. None of the material relied on by TAV directly contradicts what Mr Jones says. There should be no cross-examination where it would lead to a mini-trial at an interlocutory stage on what is an important issue in the case, as will often be the case. It would in this case because one important issue is whether Total or HOSL was the operator of the site within the COMAH regulations. Mr Edey also submitted that there should be no cross-examination where cross-examination was likely to stray into areas undoubtedly covered by legal professional privilege. Cross-examination of Richard Jones would necessarily have involved questions about the purposes of the HOSL Board at meetings attended by Mr Young who was present and gave the Board legal advice about the setting up of a HOSL AIT. (3) TAV’s reliance on Re Barings plc is misplaced. First, there is no duty under the COMAH regulations to investigate and report. Secondly, both Total and HOSL deny they were the COMAH operator of the site. Which of them was the operator will be a major issue in the litigation. It is not possible for the court to resolve the submission that as a result of Re Barings plc the AIT reports and papers are not privileged without resolving who is the COMAH operator, and it is not appropriate to do this in respect of a major issue at an interlocutory stage. Thirdly, Re Barings plc is not authority for the proposition for which it is cited by TAV. E Discussion Litigation privilege 50. Legal professional privilege is recognised as a fundamental substantive right which prevails over the public interest in all relevant material being available to courts when deciding cases: see R v Derby Magistrates’ Court, ex parte B [1996] AC 487, 507-508; Re L (A Minor) (Police Investigation: Privilege) [1997] AC 16, 32; R (Morgan Grenfell & Co Ltd) v Special Commissioner of Income Tax [2003] 1 AC 563 at [7]. The burden of establishing that a communication is privileged lies on the party claiming privilege. This is implicit in Lord Edmund Davies’s words in Waugh’s case, G quoted in paragraph [52] below, and is also implicit in the other speeches in Waugh’s case: see also Re Highgrade Traders Ltd [1984] BCLC 151, at 175d; National Westminster Bank plc v Rabobank Nederland [2006] EWHC 2332 (Comm) at [53]; LFEPA v Halcrow Gilbert & Co Ltd [2004] EWHC 2340 (QB) at [48]; Matthews & Malek on Disclosure (2007) 11-46. 51. Litigation privilege differs from legal advice privilege, which protects all communications to lawyers. It relates only to communications at the stage when litigation is pending or in contemplation, and only those made for the sole or dominant purpose of obtaining legal advice or conducting that litigation. The modern law on litigation privilege stems from the decision of the House of Lords in Waugh v British Railways Board [1980] AC 521, a decision in which the approach of the High Court [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 22 of 39 278 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) of Australia in Grant v Downs (1976) 135 CLR 674, and in particular the formulation A of Barwick CJ (at 677), was adopted. 52. In Waugh’s case Lord Edmund Davies stated that he would certainly deny a claim for privilege when litigation was merely one of several purposes of equal or similar importance intended to be served by the material sought to be withheld from disclosure. He stated (at 542) ‘it is surely right to insist that, before the claim is conceded or upheld, such purposes must be shown to have played a paramount part’ and (at 543) that ‘the public interest is, on balance, best served by rigidly conforming within narrow limits the cases where material relevant to litigation may lawfully be withheld’. Lord Wilberforce said (at 531) that it was clear that the due administration of justice strongly required the disclosure and production of the Board’s report on C an accident, and that in order to override this public interest the sole or dominant purpose of the report had to be to prepare for litigation. In Bank Austria Akt v Price Waterhouse (16 April 1997) Neuberger J said: “A claim for privilege is an unusual claim in the sense that the legal advisers to the party claiming privilege are, subject to one point, the judges in their own client’s cause. The court must therefore be particularly careful to consider how the claim for privilege is made out.’ 53. Thus, affidavits claiming privilege whether sworn by the legal advisers to the party claiming privilege as is often the case, or, as in this case, by a Director of the E party, should be specific enough to show something of the deponent’s analysis of the documents or, in the case of a claim to litigation privilege, the purpose for which they were created. It is desirable that they should refer to such contemporary material as it is possible to do so without making disclosure of the very matters that the claim for privilege is designed to protect. On the need for specificity in such affidavits, see for example, Andrew Smith J in Sumitomo Corp v Credit Lyonnais Rouse Ltd (2001) 151 NLJ 272 at [39], referred to without criticism by the Court of Appeal [2002] 1 WLR 479 at [28], although the court did not (see [81]) consider the criticisms of the affidavit in that case were justified. 54. Notwithstanding these threshold requirements, and the care the court must G show, once it is established that a communication was made when litigation was contemplated or pending and for the dominant purpose of obtaining legal advice, the privilege cannot be overridden by another public interest. As Lord Scott stated in Three Rivers District Council v Bank of England (No. 6) [2005] 1 AC 610 at [25]: ‘if a communication or document qualifies for legal professional privilege, the privilege is absolute. It cannot be overridden by some supposedly greater public interest. It can be waived by the person, the client, entitled to it and it can be overridden by statute but it is otherwise absolute.’ © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 23 of 39 QB West London Pipeline v Total UK 279 (Beatson J) A 55. The principles applicable to litigation privilege were usefully summarised by Aikens J in Winterthur Swiss Insurance Co v AG (Manchester) Ltd [2006] EWHC 839 (Comm) at [71]: “Litigation privilege” extends, in time, to information (which must include information stored in electronic form as well as in documentary form) which is produced either during the course of adversarial (as opposed to inquisitorial or investigative) litigation, or when such litigation is in contemplation. The privilege obviously covers legal advice given by a lawyer to his client for the purposes of such existing or contemplated litigation. It also extends to communications between the lawyer and his client and the lawyer and third parties, provided that C those communications are made for the sole or dominant purpose of obtaining legal advice or conducting that litigation. (Grant v Downs (1976) 135 CLR 674, per Barwick CJ (dissenting in the result) at p. 677, Waugh v British Railways Board [1980] AC 521, Three Rivers DC v Bank of England (No. 6) at paras 100 to 102 per Lord Carswell.) In deciding whether a communication is subject to “litigation privilege”, the court has to consider objectively the purpose of the person or authority that directed the creation of the communication. (Guinness Peat Properties Ltd v Fitzroy Robinson Partnership [1987] 1 WLR 1027 at 1037 per Slade LJ, with whom Woolf LJ and Sir George Waller agreed.)’ 56. Aikens J considered (see [83]) that in considering whether material might be E subject to litigation privilege three questions arise. These are: ‘First, at the time that the relevant communications were created, was litigation contemplated? Secondly, were the communications created for the dominant purpose of obtaining legal advice for that litigation or in aid of that litigation? Thirdly, under the direction of which person or entity, objectively speaking, were those communications created.’ 57. In the present case, there is an issue as to the second and third of these questions. The issue as to the second question depends on the approach of the court to the affidavits sworn by Mr Malcolm Jones. The issue as to the third question G depends on whether what is relevant is the purpose of Mr Jones, the purpose of Total UK and Total Downstream Oil Storage Ltd., or the purpose of the wider Total group. In Guinness Peat Properties v Fitzroy Robinson Partnership [1987] 1 WLR 1027 the defendant architects were required by the terms of their insurance policy to notify their insurers of any potential claim and their administrative partner Mr McLeish did so. He wrote the letter because of that requirement and not to obtain legal assistance. The letter was held to be privileged. Slade LJ stated (at 1036C—1037C): ‘In my judgment the proposition that the dominant purpose of a document does not necessarily fall to be ascertained by reference to the intention of its actual composer is borne out by a number of recent authorities. Barwick CJ’s formulation of the test [in Grant v Downs] itself refers to the dominant purpose of [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 24 of 39 280 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) its author “or of the person or authority under whose direction, whether particular A or general, it has produced or brought into existence”. These words are not to be read as if they had statutory force. Nevertheless, I think that in the present case the insurers are to be regarded as the persons under whose direction the McLeish letter was brought into existence, within the sense and spirit of this formulation. In Waugh itself, it seems clear that their Lordships were directing their attention not so much to the intentions of the two officers of the British Railways Board who prepared the report there under consideration as to the intentions of the board in directing them to prepare it. In that case the claim for privilege failed only because the purpose of obtaining legal advice in anticipation of litigation was of no more than equal weight with the board’s purpose of railway operation C and safety.’ 58. Slade LJ stated that, similarly, in McAvan v London Transport Executive [1982] CA Transcript 498 and Re Highgrade Traders Ltd [1984] BCLC 151 the Court of Appeal reached its decisions by reference to the intentions respectively of the London Transport Executive and the insurance company which procured the reports rather than by reference to the intentions of the writers of the reports. 59. The Guinness Peat case and Re Highgrade Traders differed from Waugh’s case because in Waugh’s case it was officers within the defendant who prepared the report whereas in the other cases it was an entity other than the party seeking privilege, in E Guinness Peat, the architectural partnership, and in Re Highgrade, the loss adjusters. In Re Highgrade Traders the affidavit had been made by Mr Alexander, the responsible officer in the insurance company dealing with the claims. There was no suggestion that what he stated about the insurance company’s purpose was unauthorised or did not reflect that purpose. 60. In the present case, Mr Pollock submitted that, in the light of the decision in Re Barings plc [1998] 1 All ER 673, whatever the purpose of Total UK Ltd and Mr Jones, the reports of the Total AIT are not protected by litigation privilege. In Re Barings a firm of solicitors prepared a report for the Department for Trade and Industry at the request of the administrators of a company ‘in compliance with’ the administrators’ G statutory duty to report to the DTI pursuant to section 7 of the Company Directors Disqualification Act 1986. The statutory intention in requiring a report to be made is to place the Secretary of State in the possession of facts and opinions necessary to enable him to decide whether to commence disqualification proceedings: see [1998] 1 All ER at 676b. Inspection was resisted on the grounds of privilege and lack of sufficient relevance. The latter ground was rejected. 61.As to the claim of privilege, Scott V-C stated (at 678g—h) that his initial reaction on being told that legal professional privilege was being claimed for a statutory report was one of ‘some incredulity’. He stated that, despite the weight of authority cited by Miss Gloster QC, that sense of incredulity remained but (at 685j and 686e-f) © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 25 of 39 QB West London Pipeline v Total UK 281 (Beatson J) A accepted, in the light of Re Highgrade Traders Ltd and Guinness Peat Properties Ltd v Fitzroy Robinson Partnership, that the dominant purpose test in litigation privilege is a free-standing criterion which, if satisfied, will entitle a document to privilege regardless to whether the production might impinge on the inviolability of lawyer/client communications. But (see 687e—688b) none of the authorities involved a statutory report. 62. Scott V-C stated that in the case of a statutory report the maker has no choice and is obliged by law to make the report; “the only relevant purpose ... is a statutory purpose’. He did not accept that the question whether such a report or information for such a report is to be protected by legal professional privilege is to be determined C by reference to the purposes of the administrators who make the reports or by their expectations as to the use that will be made of those reports. He considered the question whether such statutory reports are privileged depends on whether there is a public interest requiring protection from disclosure to be afforded to them which overrides the administration of justice reasons that are reflected in the discovery rights given to litigants. He concluded that in the absence of any public immunity claim there was no public interest that required privilege to be afforded to the report. The decision has been cited with approval by the Court of Appeal in Visx v Nidex [1999] FSR 91 and, although Hollander’s Documentary Evidence 14-23-14-24 criticises the use of a balancing exercise in this context, the issue of a report produced under a statutory obligation is not addressed. Going behind an affidavit 63. It is necessary to distinguish the wider issue of when a court may go behind an affidavit of documents (including one claiming privilege) from the narrower issue of whether, and, if so, when, it may order the deponent of such an affidavit to be crossexamined. I first consider the authorities on the wider issue. 64. In Frankenstein v Gavin's House-to-House Cycle Cleaning and Insurance Co [1897] 2 QB 62, a decision of the Court of Appeal concerned with the 1875 Rules, the defendants’ affidavit objected to producing documents for inspection on the ground G that they were part of the evidence supporting its case and did not support or tend to support the plaintiff’s case. It was held that such an affidavit must be accepted as conclusive save in very limited circumstances, and the plaintiff was not entitled to inspect the documents. There was no discussion of cross-examination upon affidavits of documents. 65. Lord Esher MR referred to the earlier case of Attorney-General v Emerson (1882) 10 QBD 191, in which he had been a member of the Court of Appeal. He stated (at 64) that Attorney-General v Emerson had decided that an affidavit of documents ‘must be accepted as conclusive, unless the Court can see, that is to say, is reasonably certain, from the statements of the party making it, that he has erroneously represented or has misconceived the character of the document in question’. Chitty [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 26 of 39 282 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) LJ (at 65) stated that there are a few exceptions to the rule, and that the exception A material to Frankenstein’s case was that stated in Attorney-General v Emerson, which he formulated in the same terms as Lord Esher. AL Smith LJ’s formulation of the exception was not tied to the circumstances in Attorney-General v Emerson and Frankenstein’s case and was broader. He stated (at 64-65): *...it lies upon the plaintiff to get rid of the effect of [the statement in the affidavit] by falsifying it, by which I do not mean that he must necessarily shew that it is wilfully untrue, but he must establish by some means other than by a conflicting affidavit that the defendants’ affidavit is incorrect. ... In order that the plaintiff may succeed in doing so, the Court must be satisfied with reasonable certainty either from the defendants’ own statements that they have erroneously C represented or misconceived the nature of the documents, as was held to have been the case in Attorney-General v Emerson, or from some source other than by affidavit that the defendants’ affidavit is incorrect.’ AL Smith LJ thus appeared to be prepared to go behind an affidavit where it appears from a source other than the defendants’ own statements that the defendants’ affidavit is incorrect, but stated that the source could not be a counter-affidavit. 66. Neilson v Laugharne [1981] 1 QB 736 is an example of a court going behind an affidavit in determining the dominant purpose of documents for which privilege had been claimed. The court relied on contemporary correspondence and the evidence E of the person responsible for instituting the inquiry which led to the creation of the documents in making a claim that the documents were subject to public interest immunity. The case concerned a claim against the Chief Constable of Lancashire for trespass, wrongful imprisonment, false arrest and assault. The Chief Constable’s response to the letter before action was to write to the plaintiff’s solicitors stating he had decided to call for an investigation under section 49 of the Police Act 1964, that the investigating officer would be contacting them and the plaintiff, and that the question of compensation would be considered at the conclusion of the investigation. The defendant claimed that, save for the plaintiff’s own statement, statements taken from the plaintiff and a number of other people were protected on public interest grounds and by litigation privilege. The affidavit in support of the public interest G claim was by the deputy chief constable. That in support of the claim of litigation privilege was by a common law clerk who stated that the dominant purpose of the investigating officer’s inquiry was to obtain evidence for the defence to the action. The claim to public interest immunity succeeded but that to litigation privilege did not. 67. The Court was not prepared to accept the affidavit of the common law clerk in the face of the Chief Constable’s letter to the plaintiff’s solicitor, which was direct and contemporaneous evidence by the person responsible for instituting the inquiry: see Lord Denning MR, and Oliver and O’Connor L JJ, at 745G, 750B-E and 757C. Oliver LJ stated that the Chief Constable’s letter to the plaintiff’s solicitors demonstrated that © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 27 of 39 QB West London Pipeline v Total UK 283 (Beatson J) A the dominant purpose of the investigation was the statutory purpose and that had its dominant purpose been to provide material for the threatened legal proceedings it was a very tricky letter indeed because it in effect invited the prospective plaintiff to make a statement to the representative of the prospective defendant under the guise of carrying out a statutory inquiry. 68. The issue came before the Court of Appeal again in Lask v Gloucester Health Authority (6 December 1985). The question was whether the Court could go behind affidavits sworn by the defendant’s solicitor and one of its administrators that an accident report prepared on a report form by the defendant was for submission to solicitors in the event of a claim and subject to litigation privilege. O'Connor LJ C considered Frankenstein's case and Attorney-General v Emerson and concluded that it could, and that the claim of privilege was not established. 69. In Lask’s case the administrator’s affidavit stated the only reason for requiring accident report forms to be completed was to enable them to be given to solicitors in the event of a claim. The solicitor’s affidavit stated that he approved a standard form for use in accident cases in the 1950s, the form in that case was virtually identical to the standard form, and privilege had always been maintained for such forms. His affidavit also referred to and exhibited a 1955 National Health Service Circular which suggested that an appropriate form be used. Paragraph | of the circular, which was still in force, stated ‘from time to time accidents or other untoward occurrences arise E at hospitals which may give rise to complaints followed by claims for compensation or legal proceedings, and which may also call for immediate enquiry and action to prevent a repetition’. 70. The report form itself stated that the report was prepared for the use of solicitors in the event of a complaint or legal proceedings and it was to be submitted to the head of department, who should forward it to the unit administrator for onward transmission to the sector and district administrators. O’Connor LJ stated that the circular differed from the report form because in paragraph | the Department stated in terms that the report had a double function; to assist in dealing with claims, and to consider whether action is necessary to prevent a repetition. The rest of the circular, G however, was concerned with the importance of getting a report would attract the privilege which it was, before the decision in Waugh’s case, thought a dual purpose report would attract and the solicitor’s affidavit referred to correspondence about the form in 1977 which showed the intention was that the form was to be for solicitors’ use in the event of a claim and thus would attract the privilege. 71. O’Connor LJ applied the test stated in Frankenstein’s case and AttorneyGeneral v Emerson: were there statements from the party making the affidavit that they had erroneously misconceived or represented the character of the accident report. He concluded that it was plain from the circular that the report was prepared for a dual purpose. He also considered this was plain from the form itself because he saw no legal professional purpose in submitting the form to the head of department and the [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 28 of 39 284 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) other administrators before sending it to the person who was to hold it for submission A to the solicitor unless there was a second purpose as envisaged in the circular. The county court judge’s decision that the report was a document prepared for a dual purpose was upheld. The question of cross-examination on an affidavit of documents was not discussed in either Lask’s case or Neilson v Laugharne. 72. In Re Highgrade Traders Ltd [1984] BCLC 515 the liquidators of a company successfully applied under section 268 of the Companies Act 1948 for an order to examine an officer in an insurance company about reports by loss adjusters, fire experts and accountants prepared for the insurance company in respect of which litigation privilege was claimed. Affidavits were sworn by the insurance company’s solicitors stating that the dominant purpose for which the reports came into existence Cc was in anticipation of litigation and for the purpose of obtaining legal advice. The Court of Appeal accepted a submission by the officer that he could not have anticipated the need for more detailed evidence before the hearing. A further affidavit was sworn and taken into account by the court which, was, however, not convinced that it added anything to what was reasonably deducible from the material before it. 73. Oliver LJ analysed the evidence before the court and concluded that it established overwhelmingly that the insurers were actuated by the motive of obtaining legal advice in relation to contemplated litigation, which was confirmed by a letter written by the insurers’ solicitors. Oliver LJ (with whom Goff LJ agreed) stated (at 175) that: E ‘I would not want it to be thought that the mere writing of such a letter by solicitors, whether for insurers or for anyone else, sometimes perhaps as a matter almost of routine drill, is in all cases going to be determinative of the question. At highest, it is no more [than] evidence of a fact which may require to be independently proved.’ See also Simon J in National Westminster Bank plc v Rabobank Nederland [2006] EWHC 2332 (Comm) at [52]. Earlier in his judgment (at 162) Oliver LJ said: ‘[I]f there is something in the circumstances of the case which shows that the G affidavit evidence is wrong (as there was in Nielson v Laugharne), the court is entitled to go behind the affidavit, but I would not ... feel able to subscribe to the view that the court is necessarily bound to accept a bare assertion as to the dominant motive of a deponent, unaccompanied by some explanation of the circumstances, at any rate in a case where more than one motive is possible.’ 74. Where the Court is minded to go behind an affidavit, there are four options open to it. It may conclude, as happened in Neilson v Laugharne and Lask’s case, that the evidence in the affidavit does not establish that which it seeks to establish, i.e. that the person claiming privilege has not discharged the burden that lies on him, and order disclosure or inspection. It may order a further affidavit to deal with matters the © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 29 of 39 QB West London Pipeline v Total UK 285 (Beatson J) A earlier affidavit does not cover or on which it is unsatisfactory. This is seen in cases on inadequate affidavits disclosing assets in response to freezing orders, but also in the case of an affidavit as to disclosure or inspection: see Birmingham and Midland Motor Omnibus Co Ltd v London and North Western Railway Co [1913] 3 KB 850. See also National Westminster Bank plc v Rabobank Nederland [2006] EWHC 2332 (Comm) at [53] and [63]; Atos Consulting Ltd v Avis plc (No. 2) [2007] EWHC 323 (TCC) at [36]-[37], although in those cases the evidence was by witness statement rather than by affidavit: see [2006] EWHC 2332 (Comm) at [34]-[44] and [2007] EWHC 323 (TCC) at [7], [12], [18]. They are also cases on the third option open to the Court, to inspect the documents, which it may do in the circumstances set out in the next two paragraphs. The fourth option is that, subject to the restrictions in paragraphs 79-84 C of this judgment, the court may order cross-examination of the deponent. 75. Neither TAV not the Total defendants invited me to inspect documents in this case. Neuberger J’s view in Bank Austria Akt v Price Waterhouse that inspection of documents should be a solution of last resort (in part because of the danger of looking at documents out of context) was shared by Simon J in National Westminster Bank plc v Rabobank Nederland see [54-55], and by Ramsay J in Atos Consulting Ltd v Avis ple (No. 2) [2007] EWHC 323 (TCC) at [36]-[37]. Simon J stated that Rabobank’s evidence about the dominant purpose of the report the court was invited to inspect was difficult to reconcile with both its documents created at the time and some of its other evidence so that, if there is a threshold which has to be crossed before a court E can properly be invited to look at documents, that threshold had been crossed and the court had discretion to do so: see [34] and [49]-[51]. Simon J stated that the court should not inspect the documents unless there is credible evidence that the lawyers have either misunderstood their duty, or are not to be trusted, or there is no reasonably practical alternative. He did not inspect them but ordered Rabobank’s solicitors to make an affidavit verifying the claims to privilege in relation to the documents withheld. 76. Although inspection is not at issue in this case, what is said in cases on inspection gives guidance as to the general approach of the court where a claim to privilege is challenged. In Atos Consulting Ltd v Avis plc (No. 2) Ramsay J stated G (at [37]) that the appropriate course to be adopted where privilege or irrelevance is relied on is for the Court to proceed by way of stages. Ramsay J’s first two stages are to consider whether the evidence produced on the application establishes the right to withhold inspection of a document and there are no sufficient grounds for challenging the correctness of that asserted right. If these conditions are met, the Court should uphold the right. His third stage arises where the Court is not satisfied that the right to withhold inspection is established because, for instance, the evidence does not establish a legal right to withhold inspection. He states that in such a case the Court will order inspection of the documents. His fourth stage arises where sufficient grounds are shown for challenging the correctness of the asserted right. He states that in this situation the Court may order further evidence to be produced on oath or, if there is no other appropriate method of properly deciding whether the right to [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 30 of 39 286 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) withhold inspection should be upheld, it may decide to inspect the documents. If it A inspects the documents it may invite representations. Neither Ramsay J nor Simon J referred to the possibility of cross-examination, to which I now turn. 77. CPR 32.7 makes provision for cross-examination at a hearing other than the trial where evidence is given in writing. CPR 31.19(5) provides for a challenge to a claim of privilege made under CPR 31.19(3), which when made, is supported by a statement of truth. Cross-examination on an affidavit at an interlocutory stage has been considered in the context of affidavits disclosing assets sworn in response to the order of the court when making a freezing injunction. In that context, it has been recognised that the circumstances may mean that it is more sensible, if only for reasons of speed and urgency, not to order further affidavits in order to fill the vacuum C alleged to exist in the affidavits but to order cross-examination: see House of Spring Gardens Ltd v Waite [1985] FSR 173 at 183 per Stephenson LJ. 78. In Yukong Lines v Rendsburg (17 October 1996, CA) Phillips LJ stated that the background of applications for freezing orders is often a situation in which it is urgently necessary for the court to intervene in order to assist the claimant to prevent the defendant from frustrating the object of the proceedings. He also stated that the test is whether it is just and convenient to order cross-examination, and that crossexamination is not only available where there is no alternative relief. Even in the context of an affidavit in response to a freezing order, however, he regarded ordering cross-examination as ‘an exceptional measure’. Motorola Credit Corp v Uzan [2003] E 2 CLC 1026; [2004] 1 WLR 113 is an example of the circumstances in which crossexamination may be ordered. In that case the court found (see at [141] and [147]) that there had been piecemeal, late, untruthful and manifestly incomplete disclosure by the defendants. 79. Does the position in relation to affidavits of documents (including those claiming privilege) differ? It was submitted on behalf of the Total defendants and HOSL that no cross-examination of such affidavits is to be ordered. Matthews & Malek on Disclosure (2007) 6-44 states that the weight of authority under the RSC “was to the effect that an opposing party could not cross-examine the deponent on his verifying affidavit at all’ because the affidavit did not go to any of the issues in the G action, and that the position is the same under the CPR. The authors state that in the context of freezing and search orders the position at an interlocutory stage is different because it may be crucial to establish what has happened to assets prior to trial. 80. Matthews & Malek rely on the decisions of the Court of Appeal in Birmingham and Midland Motor Omnibus Co Ltd v London and North Western Railway Co [1913] 3 KB 850 and Lonrho plc v Fayed (No. 3) (14 June 1993, The Times, 24 June 1993). In Birmingham and Midland Motor Omnibus Co Ltd v London and North Western Railway Co the defendants’ affidavit of documents claimed litigation privilege for certain documents. The case was primarily concerned with whether the Court could inspect the documents for the purpose of deciding the validity of the claim of privilege, © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 31 of 39 QB West London Pipeline v Total UK 287 (Beatson J) A but also considered the affidavit. The Court of Appeal inspected the documents, as the judge in chambers had, and decided that privilege had properly been claimed. As to the affidavit, Buckley LJ (with whom Vaughan Williams LJ agreed) stated (at 855): ‘An affidavit of documents is sworn testimony which stands in a position which is in certain respects unique. The opposite party cannot cross-examine upon it and cannot read a contentious affidavit to contradict it. He is entitled to ask the Court to look at the affidavit and all the documents produced under the affidavit, and from those materials to reach the conclusion that the affidavit does not disclose all that it ought to disclose. In that case he can obtain an order for a further and better affidavit.’ 81. Buckley LJ also stated that, under the rule then applicable to a specific document, the party who is seeking discovery may file an affidavit specifying further documents and calling upon the party making the affidavit of documents to account for them. Hamilton LJ, citing Jones v Montevideo Gas Co (1880) 5 QBD 556, stated (at 858) that although an affidavit of discovery cannot be challenged by crossexamination, counter-affidavit or administration of interrogatories: ‘If from the affidavit itself, or from the documents therein referred to, or from an admission in the pleadings of the party from whom discovery is sought, the Master or judge is of the opinion that the affidavit is insufficient, he ought to E make an order for a further affidavit ...’ 82. The Birmingham and Midland Motor Omnibus case was considered in Ankin v London and North Eastern Railway Co [1930] 1 KB 527. Scrutton LJ (at 534) stated: ‘It has long been settled that a deponent stating grounds on which he claims privilege is not to be met by an opposing affidavit either contradicting him or cross-examining him with a view of showing that what he has stated is untrue. The other party can only look at the affidavit itself. If it is ambiguously or too ingeniously worded, so that its meaning is obscure, he may take the objection that G the claim for privilege is not sufficient and may obtain a more precise statement of facts.’ 83. The authorities were reviewed in Lonrho plc v Fayed (No. 3) (14 June 1993, The Times, 24 June 1993). Lonrho sought discovery of documents relating to very large profits which the Fayed brothers said they had made from an oil trading partnership in the Middle East since 1979 and about their fortune in Egypt prior to 1961. The Fayed brothers made affirmations stating there were no such documents in their possession. On behalf of Lonrho it was argued that it was incredible that if such a partnership existed over many years generating huge profits there were no documents in the Fayeds’ possession. Swinton Thomas J ordered that the Fayed brothers should be cross-examined on their affidavits of documents. In the Fayed brothers’ appeal, it [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 32 of 39 288 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) was submitted on behalf of Lonrho that an affidavit of documents made pursuant to A an order for specific discovery under RSC Order 24 Rule 7 was not conclusive, and that, if it was conclusive, the Court would be powerless to enforce its orders. StuartSmith LJ (with whom Kennedy and McCowan L JJ agreed) stated (at p. 19C—D of the transcript) that the authorities led him to the conclusion that: “... on whatever ground the order for a further affidavit is made, whether because of some admission by the deponent or the belief of the opposite party that other documents exist, the oath of the deponent in answer is conclusive; it cannot be contravened by a further contentious affidavit and cannot be the subject of crossexamination.’ C 84. His Lordship stated that dicta in a number of more recent cases and the cases in which cross-examination on affidavits is ordered at an interlocutory stage in aid of Mareva relief did not alter or modify the well-established rule laid down in the authorities for over a century. He said that applications in those cases are for the most part concerned with discrete issues which do not impinge on the issues at trial. He said (see pp. 24—26 of the transcript) that in other cases ‘the reasons for the rule that the statement in the affidavit of documents is conclusive save to the extent that a further affidavit may be ordered are not far to seek’. He referred to the fact that the issue to be canvassed at the interlocutory stage may impinge on, and be crucially relevant to the issues in the trial. To try it at an interlocutory stage could involve injustice, and E replace the adversarial process at trial by an inquisitorial inquiry. He also stated that protracted interlocutory applications add to both delay and expense and should be avoided as far as possible. He stated (see p. 28 of the transcript) that, if he was wrong in holding that the statement in an affidavit of documents is conclusive so that the court has no power to order cross-examination, ‘the exercise of that power should ... be reserved for those cases where the existence or non-existence of the document raises a discrete issue which does not impinge to any serious extent on the issue in the action’. 85. Finally, there is LFEPA v Halcrow Gilbert & Co Ltd [2004] EWHC 2340 (QB), a decision of the Technology and Construction Court, in which HH Judge G Toulmin QC dealt with a claim to privilege of a report prepared for the London Fire and Emergency Planning Authority sought by the defendants in proceedings about a construction project that had overrun. The Deputy Head of Legal Services of the Authority had made a witness statement and gave evidence that a reference in the statement to the report being part of a ‘technical audit’ meant a legal audit for the purpose of litigation. It appears that she was cross-examined. The judge stated (at [48]) that the burden of proof lies on the party claiming privilege. He rejected the evidence of the Deputy Head of Legal Services and concluded that the dominant purpose of the report was not for the purposes of litigation. © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 33 of 39 QB West London Pipeline v Total UK 289 (Beatson J) A Summary of law 86. It is possible to distil the following propositions from the authorities on challenges to claims to privilege: B (1) The burden of proof is on the party claiming privilege to establish it: see Matthews & Malek on Disclosure (2007) 11-46, and paragraph [50] above. A claim for privilege is an unusual claim in the sense that the party claiming privilege and that party’s legal advisers are, subject to the power of the court to inspect the documents, the judges in their or their own client’s cause. Because of this, the court must be particularly C careful to consider how the claim for privilege is made out and affidavits should be as specific as possible without making disclosure of the very matters that the claim for privilege is designed to protect: Bank Austria Akt v Price Waterhouse; Sumitomo Corp v Credit Lyonnais Rouse Ltd (per Andrew Smith J). (2) An assertion of privilege and a statement of the purpose of the communication over which privilege is claimed in an affidavit are not determinative and are evidence of a fact which may require to be independently proved: Re Highgrade Traders Ltd; National Westminster Bank plc v Rabobank Nederland. (3) It is, however, difficult to go behind an affidavit of documents at an interlocutory E stage of proceedings. The affidavit is conclusive unless it is reasonably certain from: (a) the statements of the party making it that he has erroneously represented or has misconceived the character of the documents in respect of which privilege is claimed: Frankenstein v Gavin’s House to House Cycle Cleaning and Insurance Co, per Lord Esher MR and Chitty LJ; Lask v Gloucester Health Authority. (b) the evidence of the person who or entity which directed the creation of the communications or documents over which privilege is claimed that the affidavit is incorrect: Neilson v Laugharne (the Chief Constable’s letter), Lask v Gloucester HA (the NHS Circular), and see Frankenstein v Gavin's House to House Cycle Cleaning G and Insurance Co, per A L Smith LJ. (c) the other evidence before the court that the affidavit is incorrect or incomplete on the material points: Jones v Montevideo Gas Co; Birmingham and Midland Motor Omnibus Co v London and North Western Railway Co; National Westminster Bank plc v Rabobank Nederland. (4) Where the court is not satisfied on the basis of the affidavit and the other evidence before it that the right to withhold inspection is established, there are four options open to it: [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 34 of 39 290 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) A (a) It may conclude that the evidence does not establish a legal right to withhold inspection and order inspection: Neilson v Laugharne; Lask v Gloucester Health Authority. (b) It may order a further affidavit to deal with matters which the earlier affidavit does . not cover or on which it is unsatisfactory: Birmingham and Midland Motor Omnibus Co Ltd v London and North Western Railway Co; National Westminster Bank plc v Rabobank Nederland. (c) It may inspect the documents: see CPR 31.19(6) and the discussion in National Westminster Bank plc v Rabobank Nederland and Atos Consulting Ltd v Avis plc C (No. 2). Inspection should be a solution of last resort, in part because of the danger of looking at documents out of context at the interlocutory stage. It should not be undertaken unless there is credible evidence that those claiming privilege have either misunderstood their duty, or are not to be trusted with the decision making, or there is no reasonably practical alternative. (d) At an interlocutory stage a court may, in certain circumstances, order crossexamination of a person who has sworn an affidavit, for example, an affidavit sworn as a result of the order of the court that a defendant to a freezing injunction should disclose his assets: House of Spring Gardens Ltd v Waite; Yukong Lines v Rensburg; Motorola Credit Corp v Uzan. However, the weight of authority is that E cross-examination may not be ordered in the case of an affidavit of documents: Frankenstein’s case; Birmingham and Midland Motor Omnibus Co Ltd v London and North Western Railway Co and Fayed v Lonrho. In cases where the issue is whether the documents exist (as it was in Frankenstein’s case and Fayed v Lonrho) the existence of the documents is likely to be an issue at the trial and there is a particular risk of a court at an interlocutory stage impinging on that issue. 87. Mr Pollock submitted that, had the framers of CPR 32.7 wished to preserve the old rule and to exclude a power to cross-examine in disputes concerning privilege, they could have done so. The Rule does not do so and there is no reference in the notes to the White Book to the authorities cited by Matthews and Malek. He submitted G that there is provision in CPR 31.19(5) for a challenge to a claim of privilege made under CPR 31.19(3) which is made, supported by a statement of truth. There is no indication that a court considering a challenge to such a claim cannot order the crossexamination of the person claiming privilege. Mr Pollock argued that the CPR is a self contained code to which effect should be given. He relied on Biguzzi v Rank Leisure ple [1999] 1 WLR 1926 at 1934 where Lord Woolf MR stated that, once the CPR applies, ‘earlier authorities are no longer generally of any relevance’. He also relied on the statement of May LJ in Purdy v Cambran (17 December 1999). May LJ stated that Lord Woolf ‘was not saying that the underlying thought processes of previous decisions should be completely thrown overboard’ but that decisions will depend on the justice in all the circumstances of an individual case and that it is necessary to © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 35 of 39 QB West London Pipeline v Total UK 291 (Beatson J) A concentrate on the intrinsic justice of a particular case in the light of the overriding objective rather than on authorities under the former rules. 88. Notwithstanding Mr Pollock’s submissions, I have concluded that, in view of the fact that Rule 32.7 follows the old County Court Rules Order 20 Rule 5 which has the same effect as RSC Order 38 Rule 2(3), the old law cannot be discarded in the way he submitted it should be. Even if there is no longer a jurisdictional bar to ordering cross-examination of the deponent on his affidavit in this context, the exercise of that power should be reserved for extreme cases where there is no alternative relief. 89. In Nomura International plc v Granada Group Ltd [2007] EWHC 642 (Comm); Cc [2007] 1 CLC 479 Cooke J stated (at [25]-[26]) that ‘where the new rule under the CPR follows the same form and appears to have the same underlying intention’ as the rule in the RSC, regard should be had to the principles which the court previously applied under the old rule. That statement was made in the context of consideration of whether an abuse of process had taken place. The same approach in substance was taken in the context of disclosure of documents for the purpose of interlocutory proceedings (albeit without reference to the old rules) in Fiona Trust Holding Corp v Privalov [2007] EWHC 39 (Comm) at [25]-[27]. 90. The procedure under the CPR is, in substance, the same as that under the RSC although now the claim for privilege is made in a disclosure statement instead of an E affidavit. The rationale of avoiding mini-trials at an interlocutory stage is still there. Mr Pollock was not able to point to any post CPR authority in support except for LFEPA v Halcrow Gilbert and Co. Lord Grabiner and Mr Edey submitted inter alia that case was different because the evidence challenged was in a witness statement rather than an affidavit. While there are, no doubt, differences between witness statements supported by a statement of truth and sworn affidavits, it is difficult to see why cross-examination should be permitted where the claim for privilege is made ina witness statement but not where the claim is made in an affidavit. That case, however, proceeded without consideration of any of the authorities to which I have referred and it does not appear from the judgment that there was any argument as to whether cross-examination on the evidence given in support of the claimed privilege was a G proper course. In those circumstances it is of limited assistance, save as indicating (see Hollander’s Documentary Evidence (9th edn.), 2-33) that the position in practice may be less dogmatic than the theory. 91. As to whether there is still a jurisdictional bar to ordering cross-examination of the deponent on his affidavit in this context, the need to avoid the party claiming privilege being judge in his own case and the statements in the cases that an assertion of privilege is not determinative and may require to be independently proved are difficult to reconcile with an absolute bar. In the light of the overall approach in the CPR, in an extreme case where there is no alternative relief, it may be just to order such cross-examination rather than concluding, without such examination, that the evidence before the Court does not establish a legal right to withhold inspection and [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 36 of 39 292 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) ordering inspection. This in turn, however, should only be contemplated if it can be A done without impinging to any material extent on the issues in the action, and only after the court has considered whether the position can be addressed by ordering further evidence to be produced on oath, or by inspecting the documents. Even at that stage cross-examination is unlikely to be necessary. If the deponent is not able to deal with any gaps and inadequacies in a further affidavit it is likely that the burden of proof that lies on a person claiming privilege will not have been satisfied. Application of the principles to the circumstances of this case 92. Having summarised the relevant legal principles, I turn to their application in the circumstances of this case. Cc 93. I first deal with the submissions based on the decision in Re Barings plc. That case is authority for the proposition that where a report is prepared pursuant to a statutory obligation the purposes of the instigator of the report are irrelevant. There should be no difference in principle where the obligation is a regulatory rather than a statutory obligation. However, I reject the submission that the Total defendants’ claim for privilege should be rejected because the Total AIT reports and communications were produced pursuant to Total’s regulatory duties under the COMAH Regulations. 94. While there may well be an implied duty under the regulations to investigate, there is no duty to report. More fundamentally, it has not been established that Total E is the operator of the site for the purpose of the COMAH Regulations. That will be a major issue at the trial. Mr Pollock recognised the difficulty facing the court in dealing with this issue. He submitted that I should decide the matter as a question of principle, or on alternative assumptions. I am not, however, in a position to deal with this issue at this stage, even as a matter of principle. It would risk prejudging the issue at the trial on the basis of very limited, indeed almost no, material. The only material before me concerning this issue was the exchange of correspondence between HOSL and the competent authority which Mr Pollock relied on as showing that HOSL had held itself out to the authority as the operator of the site. Apart from the fact that that was used as an argument in support of the contention that HOSL was the operator under the COMAH Regulations, I was informed that there were G similar communications between Total and the competent authority. At the trial, there is bound to be a substantial quantity of evidence on this issue. I have not seen any of that evidence. This issue is a classic example of the dangers to which Stuart-Smith LJ adverted in Lonrho plc v Fayed. 95. The next issue concerns Mr Malcolm Jones’s affidavits. Are there grounds for going behind them? I have concluded that there are a number of respects in which the first affidavit is guarded and not satisfactory and that those matters are not addressed in the second affidavit. The affidavits do not enable me to conclude that the claim for privilege has been established. They exhibit no documents in support of what Mr Jones says as to the purpose of establishing the Total AIT. The only documents exhibited are © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 37 of 39 QB West London Pipeline v Total UK 293 (Beatson J) A Mr Ollerhead’s memoranda which are said by Mr Jones to reflect a misunderstanding, and the postings on Total’s intranet. I set out my reasons for concluding that the first affidavit is not satisfactory and then consider the consequence and the appropriate course of action. 96. I do not accept Mr Pollock’s submission based on Mr Jones’s statement of what his ‘objective’ was and the references in the affidavit to the ‘primary purpose’ of the AIT. It is clear, on a fair reading of the affidavit as a whole, that Mr Jones’s evidence is that his dominant purpose in setting up the investigation was to prepare for contemplated legal proceedings. Moreover, in referring only to Mr Poynter’s role as Head of Legal and not his HSEQ role the affidavit is guarded, but, in the light of C what Mr Ollerhead’s memorandum says about Mr Poynter having to rely on Mr Coull on HSEQ matters, this may reflect the reality. 97. Mr Jones does not say that he made the decision alone. As Managing Director of Total UK Ltd, he no doubt had considerable authority, but the affidavit does not state what roles, if any, were played by others in the company, in particular members of the Board, on 12 December when the decision to set up the AIT was taken, or what part was played by the French parent company at that time. There is evidence of initial contact with people from the French parent company and Davies Arnold Cooper advised Total’s French lawyers on 12 December. Since what is relevant is the purpose of Total UK and Total Downstream Oil Storage Ltd. at the time the AIT E was established on 12 December, these are matters which are relevant and which should have been addressed. Mr Jones states (in paragraph 12) that at that time they were working ‘mainly through oral communication’, which suggests there were some documents, but he does not refer to any document other than the Ollerhead memoranda which he mistakenly (see below) considered were privileged. 98. Mr Jones may not have told Mr Ollerhead of his purpose, or Mr Ollerhead may have misunderstood what he was told. There is, however, no explanation of how a misunderstanding by Mr Ollerhead may have come about, or whether it was shared by others within Total. The affidavit does not state whether Mr Jones told Mr Ollerhead or anyone in Total UK or the group what his purpose was and whether that G was the corporate purpose. Mr Jones states that Mr Poynter and (after 21 December) DLA Piper reported to him in respect of the AIT’s progress. There is, however, no explanation of why, if the dominant purpose was to prepare for contemplated legal proceedings and Mr Ollerhead’s understanding of the purpose of the investigation was wrong, Mr Poynter, who was copied in to all the emails, did not correct him. 99. Mr Jones states in paragraphs 13 and 15 of his first affidavit that, but for the contemplation of litigation, the Total AIT would not have been set up. The affidavit states that he had no regard to any internal Total procedure and that the one day and ten day reports required by element 5 of the Safety Management System were not produced. It is not explained whether he was not aware of the mandatory requirements in place under the Application Guide or whether he decided not to use [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 38 of 39 294 West London Pipeline v Total UK [2008] 2 CLC (Beatson J) them, or why the required reports were not produced. There is no explanation in A either of his affidavits as to why no account was taken of the lesson-learning culture expressed in the Application Guide and other documents and how this fits with, for example, the section on ‘Lessons from Buncefield’ in Total’s Environment and Social Responsibility Report 2006. The legitimacy within the Total corporate structure of the Managing Director having no regard to procedures described as mandatory which have specified “lesson learning’ purposes is not explained. There is also no explanation of the difference with the DAC letter which refers to Total’s internal requirements and does not suggest that, but for the legal proceedings contemplated, no AIT would have been set up. The affidavit is thus, at a minimum, incomplete on matters which it is necessary for the court to know in order to determine the claim to privilege. 100. Paragraph 12 of Mr Jones’s affidavit can only be understood as a claim of privilege in relation to documents concerning the setting up of the AIT. As Lord Grabiner recognised at the hearing, there is no ground for such a claim. Lord Grabiner gave an undertaking that Total would look for and disclose other documents in this class. However, Mr Jones’s affidavit shows a misapprehension as to the extent of any privilege to which Total is entitled which requires elucidation. 101. Having concluded that the affidavits are not satisfactory, the question is what order should be made. I have said that they do not enable me to conclude that the claim for privilege is established. I have considered whether this means that the Total defendants have not satisfied the burden of proof and that I should order inspection of E the documents. The affidavits do not disclose all that they ought to disclose. However, in the light of Mr Jones’s unequivocal statements as to his purpose and the time some of TAV’s evidence was served (Mr Poynter’s email — paragraph 16 above — referring to what Total’s parent company would require was produced during the hearing) this would not be appropriate. I have decided that, having regard to the decisions such as Birmingham and Motor Omnibus Co Ltd v London and North Western Railway Co, Ankin v L & NE Railway Co, and National Westminster Bank plc v Rabobank Nederland, Mr Jones should be ordered to swear a further affidavit to deal with the matters which the earlier affidavits do not cover or on which they are unsatisfactory. As to cross-examination, for the reasons I have given, on the assumption there is jurisdiction to order cross-examination in this context, I do not consider this is an G appropriate case for doing so. The applications in respect of the HOSL AIT 102. IT have referred to the abandonment of the applications in respect of HOSL and Mr Richard Jones, and said that they were unsustainable. The documents had not been requested from HOSL prior to the application. Nor were HOSL’s solicitors contacted on the issue. As in the case of Mr Malcolm Jones, there was no formal application to cross-examine him supported by evidence as required by the CPR. Since TAV’s case was in effect that Mr Jones’ affidavit should not be believed, a serious allegation, it should have been made by application supported by the evidence on which it was © DSP Publishing Ltd [2008] 2 CLC 258

Case 1:15-cv-07433-RWS Document 57-3 Filed 03/14/16 Page 39 of 39 QB West London Pipeline v Total UK 295 (Beatson J) A proposed to rely. The supporting material on which TAV relied was in fact served only on 4 July, very shortly before the hearing. 103. There was nothing in the material before the court which cast doubt on the affidavits sworn on behalf of HOSL by Mr Richard Jones and Mr Young. In view of HOSL’s status, the existence of the HSC’s Buncefield Major Incident Investigation Board and Total’s Accident Inspection Team’s investigations, it was unsurprising that HOSL’s dominant purpose in setting up its accident investigation team was to assist HOSL’s legal advisers in advising it in relation to contemplated civil and criminal proceedings. Although a number of other points were relied on in TAV’s written submissions, at the hearing its case that the HOSL investigation was also for lessonC learning purposes rested on HOSL having held itself out to the competent authority as the operator of the site and was therefore under a duty under the COMAH Regulations to investigate incidents and near misses. Mr Young’s affidavit, which is unchallenged, addresses this issue. Moreover, Mr Young was at the relevant board meetings and advised the board. His evidence is that the sole purpose of setting up the HOSL AIT was to assist in relation to contemplated criminal and civil proceedings. His evidence is not challenged. The application to cross-examine Mr Richard Jones thus falls at the first hurdle. 104. There were other fundamental difficulties in the application. I have dealt with the position as to cross-examination in relation to an affidavit as to disclosure E including one claiming privilege, elsewhere in this judgment. In the case of HOSL, cross-examination would have been wholly inappropriate for two reasons. First, in the light of the close involvement of the lawyers in the decision to establish the HOSL AIT, it would be difficult to examine Mr Jones without straying into the legal advice Eversheds gave the HOSL board. Secondly, a major issue in the litigation is whether Total or HOSL were the operators of the site for the purposes of the COMAH regulations. It is established that it is inappropriate to deal with such a matter at an interlocutory stage on the basis of limited evidence. In any event, as I have observed, Mr Young’s affidavit addresses the Regulations point and states that there was no suggestion that the HOSL AIT should be set up for the purposes of the COMAH regulations or pursuant to any internal procedures. Conclusion 105. In the light of what is stated in paragraphs 95-101 of this judgment, the appropriate course is to require a further affidavit to be sworn by Mr Malcolm Jones dealing with the matters which his earlier affidavits do not cover or on which they are unsatisfactory. I shall hear submissions as to the time within which this is to be done. If the gaps and inadequacies are not addressed, it is difficult to see that the burden of proof that lies on a person claiming privilege will have been satisfied. (Order accordingly) [2008] 2 CLC 258 Commercial Law Cases8

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 2 of 7 United States District Court Southern District Of New York. ~~ F i 1 pte eh te eet ice eee ete eeu xX Virginia L. Giuffre, hiss 2 | | Plaintiff, : | DATE P09" ISU : Seog eS es v. 15-cv-07433-RWS Ghislaine Maxwell, Defendant. Beasts siete cece, Meas! x! PROTECTIVE ORDER Upon a showing of good cause in support of the entry of a protective order to protect the discovery and dissemination of confidential information or information which will improperly annoy, embarrass, or oppress any party, witness, or person providing discovery in this case, IT IS ORDERED: 1, This Protective Order shall apply to all documents, materials, and information, including without limitation, documents produced, answers to interrogatories, responses to requests for admission, deposition testimony, and other information disclosed pursuant to the disclosure or discovery duties created by the Federal Rules of Civil Procedure. a As used in this Protective Order, “document” is defined as provided in FED.R.CIV.P. 34(a). A draft or non-identical copy is a separate document within the meaning of this term.

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 3 of 7 Information designated “CONFIDENTIAL” shall be information that is confidential and implicates common law and statutory privacy interests of (a) plaintiff Virginia Roberts Giuffre and (b) defendant Ghislaine Maxwell. CONFIDENTIAL information shall not be disclosed or used for any purpose except the preparation and trial of this case. CONFIDENTIAL documents, materials, and/or information (collectively “CONFIDENTIAL INFORMATION”) shall not, without the consent of the party producing it or further Order of the Court, be disclosed except that such information may be disclosed to: a. attorneys actively working on this case; b. persons regularly employed or associated with the attorneys actively working on this case whose assistance is required by said attorneys in the preparation for trial, at trial, or at other proceedings in this case; c. the parties; d. expert witnesses and consultants retained in connection with this proceeding, to the extent such disclosure is necessary for preparation, trial or other proceedings in this case; e. the Court and its employees (“Court Personnel’) in this case; f. stenographic reporters who are engaged in proceedings necessarily incident to the conduct of this action; g. deponents, witnesses, or potential witnesses; and

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 4 of 7 h. other persons by written agreement of the parties. Prior to disclosing any CONFIDENTIAL INFORMATION to any person listed above (other than counsel, persons employed by counsel, Court Personnel and stenographic reporters), counsel shall provide such person with a copy of this Protective Order and obtain from such person a written acknowledgment stating that he or she has read this Protective Order and agrees to be bound by its provisions. All such acknowledgments shall be retained by counsel and shall be subject to in camera review by the Court if good cause for review is demonstrated by opposing counsel. Documents are designated as CONFIDENTIAL by placing or affixing on them (in a manner that will not interfere with their legibility) the following or other appropriate notice: “CONFIDENTIAL.” Discovery material designated CONFIDENTIAL shall be identified by Bates number. To the extent practical, the respective legend shall be placed near the Bates number. Designation of a document as CONFIDENTIAL INFORMATION shall constitute a representation that such document has been reviewed by an attorney for the designating party, that there is a valid and good faith basis for such designation, made at the time of disclosure or production to the receiving party, and that disclosure of such information to persons other than those permitted access to such material would cause a privacy harm to the designating party.

10. Lis Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 5 of 7 Whenever a deposition involves the disclosure of CONFIDENTIAL INFORMATION, the deposition or portions thereof shall be designated as CONFIDENTIAL and shall be subject to the provisions of this Protective Order. Such designation shall be made on the record during the deposition whenever possible, but a party may designate portions of depositions as CONFIDENTIAL after transcription, provided written notice of the designation is promptly given to all counsel of record within thirty (30) days after notice by the court reporter of the completion of the transcript, and until the expiration of such thirty (30) days after notice by the court reporter of the completion of the transcript, no party or counsel for any such party may share the contents of the deposition outside the limitations of this Protective Order. Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. A party may object to the designation of particular CONFIDENTIAL INFORMATION by giving written notice to the party designating the disputed information. The written notice shall identify the information to which the objection is made. If the parties cannot resolve the objection within ten (10) business days after the time the notice is received, it shall be the obligation of the party designating the information as CONFIDENTIAL to file an

12: 13% Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 6 of 7 appropriate motion requesting that the Court determine whether the disputed information should be subject to the terms of this Protective Order. If such a motion is timely filed, the disputed information shall be treated as CONFIDENTIAL under the terms of this Protective Order until the Court rules on the motion. If the designating party fails to file such a motion within the prescribed time, the disputed information shall lose its designation as CONFIDENTIAL and shall not thereafter be treated as CONFIDENTIAL in accordance with this Protective Order. In connection with a motion filed under this provision, the party designating the information as CONFIDENTIAL shall bear the burden of establishing that good cause exists for the disputed information to be treated as CONFIDENTIAL. At the conclusion of this case, unless other arrangements are agreed upon, each document and all copies thereof which have been designated as CONFIDENTIAL shall be returned to the party that designated it CONFIDENTIAL, or the parties may elect to destroy CONFIDENTIAL documents. Where the parties agree to destroy CONFIDENTIAL documents, the destroying party shall provide all parties with an affidavit confirming the destruction. This Protective Order shall have no force and effect on the use of any CONFIDENTIAL INFORMATION at trial in this matter.

Case 1:15-cv-07433-RWS Document 39-1 Filed 03/02/16 Page 7 of 7 14. This Protective Order may be modified by the Court at any time for good cause shown following notice to all parties and an opportunity for them to be heard. STATES DISTRICT JUDGE BF J 7G

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Stee eaten eaten is eten ea eta ee ates! xX VIRGINIA L. GIUFFRE, Plaintiff, Ws : GHISLAINE MAXWELL, : 15-cv-07433-RWS Defendant. : pil Beart hia eet hl xX Motion for Protective Order Regarding Deposition of Defendant Laura A. Menninger Jeffrey S. Pagliuca HADDON, MORGAN, AND FOREMAN, P.C. East 10" Avenue Denver, CO 80203 303.831.7364

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TABLE OF CONTENTS CA BISE: OF AUTOR VUES -jaxioaisos5 «sieges anal dq soaedaeeastecos cebandncuway tao aed soadeeatis esngae ssn useooswiadees canteens tactsn'ys ill INTRODUCTION \isizes caisccatiguscansiuceainds Gendaaun tos bine asceasaius baweusuneaacidiesnts aapnagutans tees eonena adosddacs nedoneeee 1 PORGUIMIEINT sccsseicsststeds aiellcp cables cud acusoanage wodtaceudin phaea suis stash ean eue ta Daadud ios cteeeraeas sagnaay wate tesles spawns sehenuadnaye 5 I. PLAINTIFF PROPOUNDED IMPROPER RESPONSES, OBJECTIONS AND PRIVILEGES TO DEFENDANT’S DISCOVERY REQUESTS oe ceeceeeeeeneeeneenneeeees 5 A. Plaintiff interposed improper Objections «0.0.0... ee eeeeeeseceseeeeeeeeseecaeceseeseeeesaeecaeesseesseeeenees 5 B. Plaintiff propounded inapplicable Privileges, Responses & Objections to the Request fOr Production: GF DOCUMICIIS trees cscs tela cee ate need act te Sea tet ah ata lets tnt ae ateten rat 8 1. Plaintiff asserted inapplicable privileges. ..........ceecceeeeceeneeceeeeeceeeeecseeeeceeeeesteeeesaes 8 2. Plaintiff interposed inapplicable Objections. ......... cece esse sseecsneceeeeeeeeeeseessaeeeeeeees 10 3. Plaintiff failed to state whether she was withholding document .............. eee 11 Il. PLAINTIFF’S INTERROGATORY RESPONSES AND PRODUCTION CONTAINED ALMOST NONE OF THE REQUESTED ANSWERS OR DOCUMENTS ...... eee 12 I. PLAINTIFF FAILED TO TIMELY AND PROPERLY MAKE DISCLOSURES .......00000.. 14 IV. OTHER DISCOVERY ISSUES NOT YET RESOLVED 1... eeeeeereecneeceneeteeeeenees 15 V. PLAINTIFF’S DISCOVERY TACTICS DESIGNED TO AMBUSH DEFENDANT AT ETE RAE POON ots rors sctysetasts vce cats sent ass sayeseagaae cna wantuns valgus cana aussteesa, wnaneune eee omaats 15 VI. PLAINTIFF WILL SUFFER NO HARM BY POSTPONING DEPOSITION ........ 16 CONCLUSION scccisessvoseaiatexaiehivensnedtaemntnte Soacnisaevaetenivscdaniseateas beacons oe vmsbenidsadeoaaaeend aoecodaee aioe 17 il

TABLE OF AUTHORITIES In re Waterscape Resort LLC, No. 11-11593 (SMB), 2014 WL 302856 (Bankr. S.D.N.Y. Jan. 28, DOT ie oda caa coadedadeynazde oc ntsoncs teansnesae eq alectdensalacudac aces ynuy actor asaicee vas uce ecetleo manews ashecdeeunatteacaoootess 9 Johnson v. Kraft Foods North America, Inc., 236 F.R.D.535 (D. Kans. 2006) ........ceccsecceeeeseeeees 8 Jones v. J.C. Penny’s Dep’t Stores, Inc., 228 F.R.D. 190 (W.D.N.Y. 2005) oo. eeecceeeeeeeeeseeeetees 10 Kolenc v. Bellizzi, No. 95 CIV. 4494 (LMM KNB), 1999 WL 92604 (S.D.N.Y. Feb. 22, 1999).. 8 Lyman vy. Felter, No. 1:12-CV-530 MAD/RFT, 2015 WL 1415270, (N.D.N.Y. Mar. 26, 2015)..9 SEC v. Yorkville Advisors, LLC, No. 12 Civ. 7728 (GBD)(HBP), 2015 WL 855796 (S.D.N.Y. De ZOTD Viccoios tea esr en soe cease sa gayest roads Wraanes tui, cue teas ac uae re saa aan tats ea eaeve eres 10 Walls v. Paulson, 250 F.R.D. 48 (D.D.C. 2008)... ccccccccssssssecececceeesesssseseceseceeeesssssseceeeceeseneeas 6 ili

INTRODUCTION This Court has inherent authority to control the order, means and method of discovery in an action to promote fairness and justice between the parties. Here, Defendant properly served discovery requests for Plaintiff, due on March 16, and thereafter accepted a deposition date of March 25, after the discovery responses and document productions were due so that she would properly have time to review the documents and prepare her client for her deposition. Following the scheduling of the deposition, Plaintiff failed to (a) properly and timely respond to interrogatories and a request for production of documents due before the deposition date, (b) improperly asserted privileges and objections for which she has no good faith basis, and (c) failed to properly disclose matters subject to Fed. R. Civ. P. 26(a)(1). Plaintiff touted to this Court her “thousands of pages” produced in response to the discovery requests, but upon closer inspection, that production is essentially empty: it consists largely of numerous copies of lengthy transcripts, and defendant’s pleadings in this case, which are not responsive to any discovery request. Now Plaintiff has stated her intent to produce thousands more pages on the eve of Ms. Maxwell’s deposition, knowing that her counsel will have insufficient time to review the materials, show them to their client, and use them to properly prepare her for her deposition. Plaintiff's counsel clearly hopes to ambush Ms. Maxwell at her deposition, either by showing her a document that she has not had a chance to review, or by making her look foolish on videotape for not remembering the contents of documents that relate back to witnesses and events occurring more than 17 years ago. The Federal Rules of Civil Procedure are designed to preclude such litigation by ambush and surprise. Plaintiff has articulated no good reason, nor any reason at all, why the deposition

cannot be held in 2-3 weeks’ time, after proper Responses & Objections are produced, after her key documents in this case have been produced, after privilege issues have been resolved, and after counsel has had an opportunity to review the documents and to properly prepare their client for her deposition. Plaintiff has created the problem by failing to timely produce interrogatory responses, documents and her Rule 26 disclosures. She should not be rewarded for gaming the system. Rule 26(c) permits the Court to issue, for good cause, a protective order in order to “protect a party or person from annoyance, embarrassment, oppression or undue burden or expense” by “specifying terms, including time and place...for the disclosure or discovery” and/or “prescribing a discovery method other than the one selected by the party seeking discovery.” Fed. R. Civ. P. 26(c)(1)(B) & (C). Ms. Maxwell asks the Court to adjourn her deposition until mid-April so that the above-listed discovery issues can be properly resolved in advance of that time. Certificate of Conferral Counsel has conferred numerous times regarding the issues contained herein, most recently in a one hour and 45 minute phone call on March 21, 2016. Although Plaintiff has promised to supplement her production, revise her Responses & Objections, and to withdraw some of her privilege assertions, sign her Interrogatories and Objections and to consult with her client and her client’s other attorneys as to whether she can produce other information (like her client’s current address), Plaintiff refuses to postpone the deposition of Ms. Maxwell for even the period of time it would take for her to make complete disclosures. Therefore, defense counsel believes that their obligations pursuant to Rule 26(c) as well as this Court’s directive of March 17, 2016, have been fulfilled.

Procedural Background Ms. Maxwell served her First Discovery Requests on Plaintiff on February 12, 2016. Responses were thus due by March 16, 2016. Thereafter, counsel conferred regarding deposition dates for Ms. Maxwell and two other witnesses. It was on February 20, 2016 that defense counsel proposed that she could be available for Ms. Maxwell’s deposition in New York on either March 24 or March 25, 2016, anticipating that discovery responses would timely be provided 8-9 days prior to the deposition. Declaration of Laura A. Menninger In Support of Motions (“Menninger Decl.) Ex. E. The parties kept that date open, though Ms. Maxwell repeatedly reiterated the need for a protective order prior to the deposition. Three weeks passed, and it was not until March 8, that Plaintiffs counsel wrote a letter claiming that she would not be able to timely produce all responsive documents. In that letter, she expressed her desire to produce documents on a “rolling basis,” to be completed on or about April 15, 2016. Defense counsel responded saying that would be fine, however, Ms. Maxwell’s deposition should then be postponed until after the document production was complete. Defense counsel proposed dates as early as mid-April for the continued deposition. Menninger Decl. Ex. I. Plaintiff disagreed and she filed a motion seeking permission from the Court to (a) produce her documents over the course of a month but (b) keep Ms. Maxwell’s deposition on March 25, 2016, despite her incomplete and untimely production, and incorrectly stating that Ms. Maxwell had demanded she “cancel” her deposition. (Doc. # 59 at 3) On March 16, 2016, Plaintiff served Response and Objections to Defendant’s First Set of Discovery Requests and provided 3,190 pages of documents. The next day, argument was heard by this Court concerning, inter alia, Plaintiff's Motion for Leave to Serve Production on a Rolling Basis. During that argument, Plaintiff's counsel represented a number of times to this Court the supposed breadth of her production the night before and minimized the number of 3

outstanding documents there remained to be produced. See Transcript of March 17, 2016 Hearing (“Tr.”) at 12:7-10 (“We produced 3,000 pages last night. We are continuing that production. We are moving as fast as we can. We produced a privilege log with over 134 entries on it.”); id. at 15:21 (“Like I said, we produced 3,000 pages yesterday.”); id. at 17:5 (“I produced 3,000 pages”). She also offered to produce any documents that she intended to “use” at the March 25 deposition. Counsel engaged in a conferral on March 21, 2016, regarding the deficiencies in Plaintiffs document production, the improper privileges and objections, and her incomplete Rule 26 disclosures. During conferral, Plaintiff's counsel conceded that many of her objections and assertions of privilege were improper and that her responses failed to adhere to Rule 34(b)(2)(C)’s requirement that she state whether she has withheld documents. Counsel for Plaintiff stated she will “supplement” her Response and Objections and will provide numerous additional documents in the coming days and weeks. As to other categories of documents, Plaintiff demanded that she be provided with legal authority to support the request, and as to others, she stated her need to confer with her client and her client’s other attorneys before even knowing whether she had or could respond to the requests. As of the date of this Motion, three days prior to the deposition, no additional documents have been produced. Defense counsel will be traveling to New York tomorrow for the court appearance on Thursday.

ARGUMENT I. PLAINTIFF PROPOUNDED IMPROPER RESPONSES, OBJECTIONS AND PRIVILEGES TO DEFENDANT’S DISCOVERY REQUESTS IN ORDER TO AVOID TIMELY PRODUCING DOCUMENTS PRIOR TO DEFENDANT’S DEPOSITION Defendant’s First Set of Discovery Requests included 14 interrogatories and 37 document requests. Because Plaintiff stated yesterday her intent to amend her Response & Objections and to supplement her discovery, a Motion to Compel pursuant to Rule 37 is premature. However, this Court can and should consider Plaintiff's deficient Response & Objections in deciding whether or not a deposition of Ms. Maxwell should proceed without the benefit of legally sound and appropriate responses to interrogatories and document production. A. Plaintiff interposed improper objections to — and failed to even answer most — interrogatories. Plaintiff requested of this Court leave to produce documents on a rolling basis. She made no such request with respect to her Interrogatory Responses, and thus, one can presume, she believes her Interrogatory Responses of March 16, 2016, to be complete. They are not. The Responses are not signed by Plaintiff, nor are the Objections signed by Ms. McCawley. See Rule 33(b)(5); Menninger Decl. at Ex. A. “The plaintiff apparently misinterprets the Federal Rules as optional. They are not. Rule 33(b)(5) could not be more clear: “The person who makes the answers must sign them, and the attorney who objects must sign any objection. This requirement is critical because “interrogatories serve not only as a discovery device but as a means of producing admissible evidence; there is no better example of an admission of a party opponent, which is admissible because it is not hearsay, than an answer to an interrogatory.’” Walls v. Paulson, 250 F.R.D. 48 (D.D.C. 2008) (sanctioning Plaintiff for failure to sign interrogatories) (internal citations omitted).

Plaintiff refused to answer at all Interrogatory Nos. 5-14. Id. at 10-17. With respect to Interrogatory Nos. 1-4, she gave incomplete and partial answers. Jd. at 5-10. Her assertions of privilege track the same nonsensical bases as she used in Response to the Requests for Production of Documents, discussed more fully below.’ By way of example, again, she propounds the same assertion of all possible privileges, and completely refuses to answer, in response to Interrogatories seeking: e Her and her attorneys’ communications with journalists, media organizations, and publishers (Interrog. No. 5). e Any employment she has had since 1996, including the names and contact information for her employers, the dates of her employment, and her titles and income from such employment (Interrog. No. 9). e Income she has received apart from employment (Interrog. No. 10). e Facts in support of her claims for lost wages (Interrog. No. 11). e Her past and current treating physicians and psychiatrists (Interrog. No. 12, 13). Most egregiously, Plaintiff refused to answer interrogatories which strike at the heart of her allegations. Ms. Maxwell interposed Interrogatories concerning which “false statements” attributed to Ms. Maxwell were “published globally” as contended in paragraph 9 of Count 1 of the Complaint (Interrog. No. 6) and whether Plaintiff has been defamed by anyone other than ' Plaintiff additionally asserts that no interrogatories are permitted pursuant to Local Rule 33.3 prior to the last 30 days of discovery. See Menninger Decl. Ex. A. Her objection is unfounded, as defense counsel explained to her by letter of February 20, 2016. /d.at Ex. D. First, many of the interrogatories sought, consistent with Local Rule 33.3(a), the names of witnesses and the custodians of records, such as her treating physicians, her employers, her attorneys, as well as the bases for her computation of damages, such as any employment income, non-employment income and facts supporting her claim for lost wages. Second, Local Rule 33.3(b) authorizes, “during discovery,” interrogatories which “are a more practical method of obtaining the information sought than a request for production or deposition. The remainder of the interrogatories propounded fall within this category — the kind of minutiae that Plaintiff is unlikely to “recall” at the time of her deposition, such as all cellphone numbers she has used, the dates she and her attorneys communicated with the media, etc. Plaintiff’s blanket assertion of Local Rule 33.3 is clearly interposed in bad faith. 6

Ms. Maxwell (Interrog. No. 7). Both of these requests are standard requests in a defamation suit and directly relate to the liability and damages claimed by Plaintiff. Plaintiff refused, claiming the laundry-privilege list and stating that the “information is in the possession of Defendant who has failed to comply with her production obligations.” Likewise, Plaintiff refused to identify, in advance of Ms. Maxwell’s deposition or ever, the individuals to whom Plaintiff claims Ms. Maxwell sexually trafficked her. Interrogatory No. 8 asked her to specify the individuals referred to generally in her Florida CVRA pleading that were the supposed participants of the alleged sexual trafficking, “including numerous prominent American politicians, powerful business executives, foreign presidents, a well-known Prime Minister and other world leaders.” Plaintiff refused, claiming every applicable privilege, and additionally “because naming some such individuals would jeopardize her physical safety based on credible threats to the same (sic).””» Menninger Decl. Ex. A at 12-13. Does that mean that Plaintiff's counsel does not intend to ask about these world leaders during Ms. Maxwell’s deposition? Does it mean that Ms. Maxwell’s statements to the press that Plaintiff's claims regarding world leaders were “obvious lies” cannot be tested for their truth or falsity during this litigation? Or by failing to name these individuals does Plaintiff seek to use the deposition as a fishing expedition as to any famous person Ms. Maxwell has ever met? Plaintiff has brought a lawsuit claiming her allegations about Ms. Maxwell are true, now she doesn’t even want to say what her allegations are, or she wants to wait and try to conform her proof to sometime after Ms. Maxwell is deposed. There is no excuse for these untimely, improper and incomplete responses, and fairness dictates that the answers be provided in advance of defendant’s deposition. Kolenc v. Bellizzi, No. 95 CIV. 4494 (LMM KNF), 1999 WL

92604, at *3 (S.D.N.Y. Feb. 22, 1999) (‘Failure to respond timely to a party’s request for documents results in a waiver of all objections which could have been seasonably asserted.”’). B. Plaintiff propounded inapplicable Privileges, Responses & Objections to the Request for Production of Documents. 1. Plaintiff asserted inapplicable privileges. As discussed during oral argument before this Court on March 17, Plaintiff's counsel interposed every single possible objection to every single discovery request, without regard to whether that privilege was applicable to the specific request. Such a blanket objection amounts to no objection at all. Johnson v. Kraft Foods North America, Inc., 236 F.R.D.535, 538 (D. Kan. 2006) (a general objection which objects to a discovery request “to the extent” it may apply is tantamount to asserting no objection at all as it makes “no meaningful effort to show the application of any such theoretical objection to any request for discovery.”). Plaintiff responded to each and every of the thirty-seven (37) Requests for Production of Documents with the following privilege assertion: “Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney-client, work product, joint defense, investigative, spousal and other applicable privileges.” See Menninger Decl. Ex. A.” Among the type of items to which Plaintiff asserted these privileges: e Request No. 9 — “Any Documents reflecting rental agreements or purchase agreements for residential addresses identified by You in response to Interrogatory No. 1.” e Request No. 10 —“All Documents relating to Your Employment and/or association with the Mar-A-Lago Club located in Palm Beach, FL, including any application for Employment.” °* Today at 3:15 p.m. EST, Plaintiff served “Supplemental Response and Objections to Defendant’s First Set of Discovery Requests.” The new version does not indicate where, if any, supplements were provided and a cursory review does not reveal any. Counsel will be prepared to address at the argument on Thursday whether any of these additions alter the arguments presented herein.

e Request No. 21 — “All Documents relating to Your driver’s license from 19982002.” e Request No. 22 —“A copy of Your marriage license(s) from 1999 to present.” e Request No. 24 —“All Documents concerning Your employment in Australia, including, but not limited to employment applications, pay stubs, Documents reflecting Your Income including any tax Documents.” There is simply no good faith basis to assert “attorney-client” or “work product” privileges to documents such as a marriage license or employment records. Plaintiff added equally non-applicable privileges to other of her responses. For example, she claimed an “agency privilege,” “investigative privilege” and “accountant client privilege” with respect to Request No. 13 — “All Documents concerning any allegations of theft by You from the Roadhouse Grill in Palm Beach, Florida from 1999-2002.” A simple Westlaw search for “agency privilege” in New York and in the Second Circuit did not reveal that one exists, certainly not for an individual rather than an “agency”. Nor is an “investigative privilege” a recognized privilege. See Lyman v. Felter, No. 1:12-CV-530 MAD/RFT, 2015 WL 1415270, at *3 (N.D.N.Y. Mar. 26, 2015) report and recommendation adopted, No. 1:12-CV-530 MAD/DEP, 2015 WL 3549667 (N.D.N.Y. June 8, 2015) (chastising a pro se plaintiff for assertion of non-applicable privileges such as the “investigative” privilege). Further, “New York does not recognize an accountant-client privilege.” Jn re Waterscape Resort LLC, No. 11-11593 (SMB), 2014 WL 302856, at *3 (Bankr. S.D.N.Y. Jan. 28, 2014). But that did not stop Plaintiff from asserting this privilege in response to a request for her tax returns, Request No. 14. Because Plaintiff asserted privileges that do not exist under New York or federal law, and asserted privileges that clearly do not apply to certain documents, her assertions cannot have been propounded in good faith. See Jones v. J.C. Penny’s Dep ’t Stores, Inc., 228 F.R.D. 190, 201 (W.D.N.Y. 2005) (concluding that the plaintiff and her attorney engaged in bad faith and

willful misconduct in conducting discovery, warranting sanctions, where, among other things, counsel “merely asserted a general objection to the production [of a relevant] file based on the attorney-client privilege lacking any colorable basis.”). Such improper assertions of privilege amount to a waiver of any applicable privilege. SEC v. Yorkville Advisors, LLC, No. 12 Civ. 7728 (GBD)(HBP), 2015 WL 855796, at *1 (S.D.N.Y. Feb. 27, 2015) (holding that plaintiffs unjustified failure to serve indices of privileged documents in a timely and proper manner operated as a waiver of any applicable privilege.) 2. Plaintiff interposed inapplicable objections. Plaintiff also interposed equally inapplicable objections to her responses to document requests. For example, Plaintiff asserted: e Response to Requests No. 5, 7, 8, 21, 25 — “Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre.” e Response to Request No. 6 - “Defendant has documents responsive to this request that she should produce.” e Response to Request No. 16, 28, 29, 30, 31, 32, 34 — “Ms. Giuffre objects to this request to the extent it seeks proprietary and copyright protected materials.” It is well-settled that a party may not object to a discovery request on the grounds that she thinks the other party “already has the materials,” nor is there any legal authority for saying that because a party thinks a third party has the same materials, they do not have to produce it and the requesting party must secure them elsewhere. Nor does Plaintiff have a good faith basis to assert a “copyright” or “proprietary protection” for her “diary, calendar and journal” that she sold to a 10

news organization, Radar Online,? or a book deal that she is attempting to sell (or has sold) to a publisher, regarding her allegations at issue in this Complaint. Resp. to Req. No. 32. These responses, like Plaintiff's assertions of privilege, were interposed in bad faith. Js Plaintiff failed to state whether she was withholding documents Rule 34(b)2)(C), as amended December 2, 2015, now requires that “an objection must state whether any responsive materials are being withheld on the basis of that objection. An objection to part of a request must specify the part and permit inspection of the rest.” Despite the clear requirements of the rule, Plaintiff interposed numerous objections and then failed repeatedly to state whether she was withholding any documents on the basis of any particular objection or to permit discovery of the un-objected to portions of the request. For example, in Response to Request No. 1, Plaintiff interposed objections based on Local Rule 33.3, the numerous privileges listed above, the request was “overly broad,” “seeks to invade the privacy rights of a sex abuse victims (sic),” and “is meant for the improper purpose of harassing and intimidating this victim.” Then Plaintiff stated that “subject to the forgoing objections,” she is producing 3,190 documents and will continue to supplement this production, but “is withholding documents based on her objections.” Additionally adding to the confusion, Plaintiff repeatedly states that she either “has produced non-privileged documents” or she “does not have any non-privileged documents”, but fails to say whether she is withholding any “privileged” documents, which Rule 34 clearly requires her to state. It is absolutely impossible to tell from Plaintiff's responses whether (a) she is persisting in any particular objection, (b) Compare Response to Request No. 16 — “Any diary, journal or calendar concerning Your activities between 1996-2002” with “Diary of Virginia Roberts Who Claims She Had Sex With Prince Andrew Reveals Details,” Daily Mail.com (Jan. 13, 2015), http://www.dailymail.co.uk/news/article-2908852/Teen-diary-belonging-woman-claimsunderage-sex-Prince-Andrew-reveals-explicit-details-night-London.html (last accessed March 20, 2016). 11

persisting in any particular privilege, (c) she placed responsive documents on a privilege log, (d) what grounds she asserts for withholding documents, and (e) which portion is being disclosed and which portion withheld. See also Responses to Requests No. 2, 3, 4, The Advisory Committee Notes reflecting the 2015 amendment to Rule 34 provide that “[t]his amendment should end the confusion that frequently arises when a producing party states several objections and still produces information, leaving the requesting party uncertain whether any relevant and responsive information has been withheld on the basis of the objections.” Far from ending the confusion, Plaintiff’s responses amplify it. I. PLAINTIFF’S INTERROGATORY RESPONSES AND 3,190 PAGE PRODUCTION CONTAINED ALMOST NONE OF THE REQUESTED ANSWERS OR DOCUMENTS, INCLUDING KEY DOCUMENTS FOR THIS CASE Plaintiff stated over and over during Court that she had made a good-faith production of thousands of pages of documents and therefore could be excused for not having timely produced all of the requested documents, nor would Ms. Maxwell suffer prejudice in going forward with her deposition in the absence of a timely production. After having had a chance to review the 3,190 page document production, however, it is clear that it contains almost none of the requested documents, but rather is filled with multiple copies of a few lengthy deposition transcripts, pleadings in this case, and other similarly nonresponsive documents. Plaintiff has simply inflated her document production to make it look like she did a thorough job of reviewing and producing documents, when the opposite is true. To wit: e Juan Alessi deposition (139 pages), produced twice. e Alfredo Rodriguez deposition (68 pages), produced thrice e Palm Beach police reports (redacted), (89 pages), produced twice 12

e Sarah Kellen deposition (116 pages), produced once e Nadia Marcincova deposition (50 pages), produced once e Message book (185 pages) e Flight logs (138 pages), produced twice e Photos (21 pages), produced four times. Thus, the same eight documents account for more than half of the total production. More telling are the documents that Plaintiff failed to produce, including documents that are key to this case. Plaintiff contends that Ms. Maxwell began her “campaign to discredit” her following her December 30, 2014 pleading in the U.S. District Court in which she attempted to join the Crime Victims’ Rights Act lawsuit there. Indeed, that is the pleading in which some of Plaintiff's most outlandish claims were first set forth, and that pleading preceded by three days Ms. Maxwell’s denial of Plaintiffs allegations. Yet Plaintiff has not even produced an unredacted copy of the pleading setting forth her allegations about Ms. Maxwell. Instead, she produced a redacted copy in which the allegations about Ms. Maxwell and the legions of famous people to whom she claims Ms. Maxwell trafficked her are blacked out. They were blacked out in response to Judge Marra’s Order which struck those allegations as “impertinent” but does Plaintiff and her counsel not even possess an unredacted version? Plaintiff wants to take the deposition of Ms. Maxwell concerning her denial of a statement that Plaintiff won’t even provide in advance. Other documents that Plaintiff has failed to timely produce include: e Her own deposition testimony in the defamation suit between her counsel and Alan Dershowitz, in which she no doubt discussed Ms. Maxwell e Her fee agreements with her counsel e Her communications with Mr. Epstein and with Ms. Maxwell 13

e Her employment records with Mar-A-Lago (which is where she claimed she met Ms. Maxwell when she was 14, or 15 or 16, depending on her various versions of events). e Her education records (reflecting not only whether she was in school when she was a 14-16 year old) but also reflective of her potential future earnings. e Her travel records (which might help refute her claims that she was sexually trafficking incidents abroad). e Her confidential settlement agreement with Mr. Epstein. Plaintiff now agrees that she will look for some of these documents and produce them at some time in the future, presumably after her deposition of Ms. Maxwell. I. PLAINTIFF FAILED TO TIMELY AND PROPERLY MAKE DISCLOSURES PURSUANT TO FED. R. CIV. P. 26 As detailed in the simultaneously filed pleading, Plaintiff has failed to properly make disclosures pursuant to Rule 26(a)(1). While these disclosures may not directly impact the subject matter of Defendant’s depositions, they demonstrate the bad-faith of Plaintiff in fulfilling her discovery obligations and also, ultimately, may likely impact the discovery deadlines that have been set in this case. Plaintiff's argument to go forward on March 25, 2016, rather than some date in mid-April after her own disclosures and discovery responses are complete, is due to the “looming” fact discovery cut-off of July 1. Yet she has been denying Ms. Maxwell all the clearly disclosable items that Ms. Maxwell is entitled to in order to defend her case — the computation of damages and any supporting documentation, the names of medical professionals who can supposedly verify her past and future medical treatment needs, her prior wages (if any), her bases for claiming $30 million in non-economic damages. Plaintiff has admitted that some of the treating professionals she will be relying on live in Australia but said she couldn’t understand why we 14

thought we would need to take their depositions or that it might be difficult to get those depositions scheduled in the remaining 99 days of discovery. To the extent Plaintiff complains of difficulties in completing discovery as the basis for need to take Ms. Maxwell’s deposition on March 25 versus mid-April, the discovery deadlines are equally problematic for Defendant to complete discovery based on Plaintiffs lack of diligence and forthrightness in providing proper Rule 26 disclosures. IV. OTHER DISCOVERY ISSUES NOT YET RESOLVED INCLUDING PRIVILEGE BEFORE THIS DEPOSITION Based on this Court’s Order, Ms. Maxwell will be providing supplemental materials in support of her claims of privilege within the two week deadline established by this Court. Presumably there will be a ruling sometime shortly thereafter, and, should any additional documents be disclosed to Plaintiff, she will not have had access to those records on March 25. Similarly, Ms. Maxwell fully intends to submit a complete Motion to Compel regarding Plaintiffs deficient discovery responses should Plaintiff fail to withdraw improper objections and privileges, comply with the requirement that she state whether she is withholding documents, the deficiencies in Plaintiff's privilege log, and her incomplete and non-responsive Interrogatory responses. V. PLAINTIFF’S DISCOVERY TACTICS DESIGNED TO AMBUSH DEFENDANT AT HER DEPOSITION Plaintiff has been litigating the matters in this case since 2009, with cadres of expensive lawyers, and big law firms, behind her. Her lawyers have been working together to coordinate her media strategy, to make book deals, to give on-air interviews about Plaintiffs allegations, securing hundreds of thousands of dollars in media-money. Ms. Maxwell has not. She has not previously been a party to any criminal or civil litigation. Despite the years of litigation, here on the eve of her deposition, Plaintiff and her counsel are still sitting on thousands of pages of 15

documents representing Plaintiff’s version of events, statements taken by witnesses, communications to the press, which published false and defamatory statements about Ms. Maxwell, and they have interposed baseless, frivolous and frankly sanctionable privileges, discovery responses and have refused to even answer the most simple of interrogatories. Those discovery requests were due on March 16, and Plaintiff knew when she proposed the deposition date of March 25 that her discovery was due prior to that time. Three days before the deposition, she still has not rendered answers or provided documents that go to the heart of this case — what were her statements to the Florida court and to the press to which Ms. Maxwell was responding? What statements were false? To whom did Ms. Maxwell supposedly sexually traffic her? Plaintiff's gamesmanship is clear: she wants to get Ms. Maxwell on a videotaped deposition camera, show her documents that she has not had a chance to review either because they were not produced or because they were produced so late in the day buried amidst thousands of pages of meaningless discovery that her attorneys have not had the opportunity to review and to refresh her recollection. Or Plaintiffs want to ask Ms. Maxwell questions about events that occurred 17 years ago, while in possession of documents that would refresh her recollection but not show those to her, so that they can later spring them on her at trial and ask about her new refreshed memories. This is a discovery ambush and the Court should not permit it, certainly not when the discovery requests came first, and were propounded before the deposition date was set. VI. PLAINTIFF WILL SUFFER NO HARM BY POSTPONING DEPOSITION FOR 2-3 WEEKS Notably absent from any of Plaintiff's pleadings or argument is the harm she would suffer by having to wait 2-3 weeks for a deposition delay caused by her own lack of diligence in 16

producing interrogatory responses and documents. There is none. No other witnesses depositions have now been scheduled, no other discovery requests are outstanding, no expert disclosures have been made. CONCLUSION Plaintiff's discovery responses are riddled with improper objections, non-existent privileges, failures to respond, failures to follow the basic requirements of the Rules, and her initial disclosures are the same. In a case where Plaintiff has made the most serious of allegations against Ms. Maxwell, that she is a sexual abuser and trafficker, she should be held to the requirements of the Rules of Civil Procedure. Allowing her to game the system, to sit on responsive documents, to evade providing the very allegations that she has decried Ms. Maxwell from denying, is to permit her the opportunity to try to game the system and ambush Ms. Maxwell at her videotaped deposition. Particularly in the absence of any articulated harm to postponing the deposition until she serves responsive answers, provides responsive documents and withdraws frivolous objections, a delay of defendant’s deposition for a period of 2-3 weeks will serve the interests of justice and fairness as well as the spirit of the Rules of Civil Procedure. 17

Dated: March 22, 2016 Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10°" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorney for Ghislaine Maxwell 18

CERTIFICATE OF SERVICE I certify that on March 22, 2016, I electronically served this MOTION FOR PROTECTIVE ORDER REGARDING DEFENDANT'S DEPOSITION with the clerk of the court using the CM/ECF system which will send notification to all counsel of record including the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com /s/ Nicole Simmons 19

Case 1:15-cv-07433-LAP Document 65-4 Filed 03/22/16 Page 1of3 EXHIBIT D

Case 1:15-cv-07433-LAP Document 65-4 Filed 03/22/16 Page 2 of 3 HAD DON MORGAN FOREMAN Haddon, Morgan and Foreman, P.c Laura A. Menninger 150 East 10th Avenue Denver, Colorado 80203 PH 303.831.7364 Fx 303.832.2628 www.hmflaw.com Imenninger@hmflaw.com February 20, 2016 VIA EMAIL Sigrid S. McCawley Boies, Schiller & Flexner LLP 401 E. Las Olas Bivd., Suite 1200 Ft. Lauderdale, FL 33301-2211 smcecawley@bsfilp.com Re: — Giuffre v. Maxwell, Case No. 15-cv-07433-RWS Dear Ms. McCawley: I write in response to your letter of February 19, 2016. Rule 33.3, Local Rules for the Southern District of New York, permits interrogatories inter alia “during discovery...if they are a more practical method of obtaining the information sought than a request for production or inspection.” The interrogatories propounded on your client are just that and therefore not improper. By way of example, I seriously doubt that your client from memory will be able to recall each communication that she (and her many various attorneys) have had with law enforcement agencies or with representatives of the media, nor the names of her various health care providers, nor the sources and amounts of her income, dating back 17 years or more. Indeed, numerous decisions by Judge Sweet have authorized the use of interrogatories during discovery. See, e.g., Ottoson v. SMBC Leasing & Finance, Inc., 2015 WL 4597542, *1 (S.D.N.Y. July 30, 2015) (Sweet, J.); Hernandez v. Bare Burger Dio Inc., 2013 WL 3963660 (S.D.N.Y. Aug. 1, 2013) (Sweet, J.). If you are taking the wholesale position that your client will refuse to respond to any interrogatories until June 2016, please advise me of that position by close of business next Wednesday, February 24, 2016, so that we may raise the issue with the Court if necessary. Finally, you object to the use of sub-parts in the 14 interrogatories propounded on your client. Your position is legally unfounded. The sub-parts utilized properly seek to clarify the meaning of “identify” with respect to the stated interrogatory. To the

Case 1:15-cv-07433-LAP Document 65-4 Filed 03/22/16 Page 3 of 3 Sigrid McCawley February 20, 2016 Page 2 extent that any such sub-part seeks a broader definition of “identify” than that permitted by Local Rule 26.3(c), you may construe the interrogatory in the narrower sense provided by that rule. See Local Rule 26.3(c) (defining the uniform meaning of “identify” with respect to persons and documents and requiring the “type,” date, addressee and recipient of documents or, alternatively, production of same and as to persons, the name, addresses and last known place of employment). Sincerely, HADDON, MORGAN AND FOREMAN, P.C. /s/ Laura A. Menninger Laura A. Menninger

EXHIBIT E

Laura Menninger PN a I From: Laura Menninger Sent: Saturday, February 20, 2016 12:54 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: Giuffre v. Maxwell - [conferral concerning deposition dates] Attachments: image001.jpg; Proposed Protective Order.pdf; 3B36EF8B-7C74-4E4CAEFA-84C9D1FDE115.png Sigrid | had not responded regarding the dates yet, in part, because you did not address the two issues | raised by email of February 12 (below). In particular, a protective order needs to be entered prior to Ms. Maxwell’s deposition to address the same concerns you raised prior to your client’s deposition in the Edwards/Cassell matter. | have taken the liberty of drafting a proposed protective order which | attach here. Please provide any comments you propose and we can get it filed and ruled upon by the Court. Further, you did not provide your acknowledgement pursuant to Rule 30(d)(1) that this deposition, which likely will occur before Ms. Maxwell has filed an answer or counterclaims, will be her only deposition in this matter. If this is not your agreement, then we will need to seek a ruling from the Court. Assuming that the attached protective order is entered in a timely fashion and your agreement that you will not be seeking a second deposition after Ms. Maxwell files an answer and counterclaim, then | can confirm the dates which will work for me and for her. Right now, of the dates you propose it appears that the March 25th date is best. Regarding the depositions of Ms. Sjoberg and Chambers, | propose that we do those on consecutive days. Unfortunately, | am not available on March 23d as | have a sentencing in USDC Colorado that morning. | could propose March 24-25 or March 1718. Also, given that these depositions are “more than 100 miles from the courthouse,” | request your agreement to pay for my expenses for attendance at those depositions in Florida pursuant to Local R. 30.1. Thank you, Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by 1:

EXHIBIT F

Laura Menninger nnn 8 From: Laura Menninger Sent: Wednesday, February 24, 2016 4:45 PM To: ‘Sigrid McCawley' Ce: Brenda Rodriguez Subject: Giuffre v. Maxwell - [Rule 26 Disclosures] Attachments: 2016.02.24 Def Initial FRCP 26(a)(1)(A) Disclosures.pdf Sigrid — Attached please find Ms. Maxwell’s Initial Disclosures Pursuant to Fed.R.Civ.P. 26(a)(1) in the above-captioned matter. Regarding Ms. Giuffre’s Rule 26 Disclosures served on November 11, 2015, they are deficient in several respects. First of all, you have not provided addresses and telephone numbers for witnesses listed therein. For example, as to witnesses Joanna Sjoberg and Jean Luc Brunel, you do not provide addresses or telephone numbers, yet you have served subpoenas on them or their counsel. Likewise, you do not even list Ms. Chambers as a witness, yet have apparently served a subpoena for her deposition as well. Cf. Rule 26(e)(1)(A) (requiring supplements “in a timely matter”). Furthermore, it is apparent from pleadings in other matters that you are in possession of a substantial number of documents regarding Ms. Giuffre’s claims and defenses that you have not mentioned, let alone provided copies of, consistent with Rule 26(a)(1)(A)(ii). By way of example only, your client has provided sworn testimony related to her allegations against Ms. Maxwell in the Edwards v Dershowitz matter that you have not provided. Your client’s other attorneys have provided redacted copies of her statements to law enforcement in that matter as well, yet you did not provide them as a part of your Rule 26 disclosures. Finally, Rule 26(a)(4)(A)(iii) requires you to provide a “computation of each category of damages” together with any “documents or other evidentiary material...on which each computation is based, including materials bearing on the nature and extent of injuries suffered.” Your damages disclosures are woefully lacking. Although you list lump-sum total claims for damages, you do not provide a single “computation,” let alone any “documents or other evidence” supporting any “computation.” e Tothe extent Ms. Giuffre purports to have, for example, “physical, psychological and psychiatric injuries and resulting medical expenses,” totaling $100,000, you do not provide a computation nor any “medical expenses” or records of any such “injuries.” e To the extent Ms. Giuffre purports to have, for example, $30 MILLLION worth of “pain and suffering” and “mental anguish,” again you do not provide a computation nor any records reflecting any such “injuries.” e Tothe extent Ms. Giuffre claims to have “past and future lost wages” of $5 MILLION, you provide no computation nor any records reflecting such “lost wages.” See, e.g., Thompson v. Jamaica Hosp. Med. Ctr., No. 13 CIV. 1896 RWS, 2015 WL 3824254, at *3 (S.D.N.Y. June 19, 2015) (Sweet, J.) (“It should not take a conference, a motion to compel, a court order, and a motion for sanctions to generate a computation of damages. See Design Strategy, Inc. v. Davis, 469 F.3d 284, 295 (2d Cir.2006). That computation is required in a plaintiff's initial disclosures pursuant to Rule 26(a)(1)(A)(iii), and requires both a dollar amount sought and some analysis explaining how that figure was arrived at. See Max Impact, LLC v. Sherwood Grp., Inc., No. 09 Civ. 902, 2014 WL 902649, at *5—-6 (S.D.N.Y. Mar. 7, 2014). When a case such as this one has progressed into discovery, a more detailed calculation becomes necessary. See id.; see also Design Strategy, 469 F.3d at 295. Thompson was required to make this showing; merely gesturing at a large set of documents is not sufficient. See Design Strategy, 469 F.3d at 295.”).

Please correct the deficiencies in your initial disclosures by next Monday, February 29, 2016. Thank you, -Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you.

EXHIBIT G

Laura Menninger From: Sigrid McCawley <Smccawley@BSFLLP.com> Sent: Monday, March 07, 2016 2:44 PM To: Laura Menninger Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [Rule 26 Disclosures] Hello Laura — just a quick update — | am working on revisions to Virginia’s Rule 26 disclosures and anticipate having those to you by early next week. Thank you, Sigrid Sigrid S. McCawley Partner BOIES, SCHILLER & FLEXNER LLP, 401 East Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfllp.com From: Sigrid McCawley Sent: Friday, February 26, 2016 12:27 PM To: 'Laura Menninger’ Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [Rule 26 Disclosures] Hello Laura, As you know, your Rule 26 disclosures were due back in November, 2015 and you have just provided a copy of them for the first time on February 24, 2016 and you failed to attached copies of the documents you reference. Kindly provide me with copies of the documents referenced by Monday. As for your concerns regarding the Rule 26 disclosures | served on you in November 2015, we are working on updating our disclosures in accordance with the rules and | anticipate having the revised disclosures to you in the near future. Thank you, Sigrid Sigrid S. McCawley Partner BOIES, SCHILLER & FLEXNER LLP 401 East Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfilp.com

From: Laura Menninger [mailto:Imenninger@hmflaw.com] Sent: Wednesday, February 24, 2016 6:45 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: Giuffre v. Maxwell - [Rule 26 Disclosures] Sigrid — Attached please find Ms. Maxwell’s Initial Disclosures Pursuant to Fed.R.Civ.P. 26(a)(1) in the above-captioned matter. Regarding Ms. Giuffre’s Rule 26 Disclosures served on November 11, 2015, they are deficient in several respects. First of all, you have not provided addresses and telephone numbers for witnesses listed therein. For example, as to witnesses Joanna Sjoberg and Jean Luc Brunel, you do not provide addresses or telephone numbers, yet you have served subpoenas on them or their counsel. Likewise, you do not even list Ms. Chambers as a witness, yet have apparently served a subpoena for her deposition as well. Cf Rule 26(e)(1)(A) (requiring supplements “in a timely matter”). Furthermore, it is apparent from pleadings in other matters that you are in possession of a substantial number of documents regarding Ms. Giuffre’s claims and defenses that you have not mentioned, let alone provided copies of, consistent with Rule 26(a)(1)(A)(ii). By way of example only, your client has provided sworn testimony related to her allegations against Ms. Maxwell in the Edwards v Dershowitz matter that you have not provided. Your client’s other attorneys have provided redacted copies of her statements to law enforcement in that matter as well, yet you did not provide them as a part of your Rule 26 disclosures. Finally, Rule 26(a)(1)(A){(iii) requires you to provide a “computation of each category of damages” together with any “documents or other evidentiary material...on which each computation is based, including materials bearing on the nature and extent of injuries suffered.” Your damages disclosures are woefully lacking. Although you list lump-sum total claims for damages, you do not provide a single “computation,” let alone any “documents or other evidence” supporting any “computation.” e To the extent Ms. Giuffre purports to have, for example, “physical, psychological and psychiatric injuries and resulting medical expenses,” totaling $100,000, you do not provide a computation nor any “medical expenses” or records of any such “injuries.” e To the extent Ms. Giuffre purports to have, for example, $30 MILLLION worth of “pain and suffering” and “mental anguish,” again you do not provide a computation nor any records reflecting any such “injuries.” e To the extent Ms. Giuffre claims to have “past and future lost wages” of $5 MILLION, you provide no computation nor any records reflecting such “lost wages.” See, e.g., Thompson v. Jamaica Hosp. Med. Ctr., No. 13 CIV. 1896 RWS, 2015 WL 3824254, at *3 (S.D.N.Y. June 19, 2015) (Sweet, J.) (“It should not take a conference, a motion to compel, a court order, and a motion for sanctions to generate a computation of damages. See Design Strategy, Inc. v. Davis, 469 F.3d 284, 295 (2d Cir.2006). That computation is required in a plaintiff's initial disclosures pursuant to Rule 26(a)(1)(A)(iii), and requires both a dollar amount sought and some analysis explaining how that figure was arrived at. See Max Impact, LLC v. Sherwood Grp., Inc., No. 09 Civ. 902, 2014 WL 902649, at *5-6 (S.D.N.Y. Mar. 7, 2014). When a case such as this one has progressed into discovery, a more detailed calculation becomes necessary. See id.; see also Design Strategy, 469 F.3d at 295. Thompson was required to make this showing; merely gesturing at a large set of documents is not sufficient. See Design Strategy, 469 F.3d at 295.”). Please correct the deficiencies in your initial disclosures by next Monday, February 29, 2016. Thank you, -Laura

Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. if the reader of this electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any dissemination, distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.1]

EXHIBIT H

Laura Menninger nn From: Laura Menninger Sent: Tuesday, March 08, 2016 7:09 PM To: ‘Sigrid S. McCawley - Boies, Schiller & Flexner LLP (smccawley@bsfllp.com)’ Ce: Brenda Rodriguez Subject: Giuffre v. Maxwell - [Rule 26 Disclosures] Sigrid: Please consider this a conferral pursuant to Rule 37(a)(1). It is apparent that you do not intend to timely and appropriately attend to your Rule 26 disclosure obligations. On February 24, two weeks ago, | first attempted to confer with you on this topic. | pointed out that you have numerous documents in your possession that you intend to use to support your claims and defenses, as evidenced by the fact that you repeatedly have attached documents to your public pleadings that you have not provided via disclosures. You did so as early as 3 months ago, but more recently last week. You also have contact information for witnesses that you have not updated, as evidenced by the fact that you have served individuals with subpoenas, one of whom is not even contained in your Rule 26 disclosures. And you have documents, like your client’s sworn testimony and statements to law enforcement, on the topics central to this case that you have not provided. Most significantly, you have not even attempted to provide the type of meaningful calculation of damages required by Rule 26: i.e., the $35 million you seek, encompassing a “lost wages” of $5 million (in the past year since the alleged “defamation”) and her “pain and suffering” of $30 million (also since January 2, 2015). You have not provided the names/identities of any health care providers or witnesses who can attest to any “pain and suffering” or “mental anguish.” On February 26, you “anticipate[d]” you might have updated disclosures “in the near future.” Yesterday, you “anticipated” having them by “early next week.” Rule 26(e), as you know, requires that supplements be provided “in a timely manner” when a party “learns that in some material respect the disclosure or response is incomplete or incorrect.” | anticipate the documents, the contact information and calculations of damages are not new information to you that you just “learned.” Rather you have deliberately withheld them from production despite your obligations. You have filed public pleadings accusing Ms. Maxwell of “stonewalling” and deliberate stalling tactics. You have demanded depositions go forward on dates of your choosing. All the while, you have failed to fulfill your obligations to disclose documents, contact information and calculations of damages. Please provide complete and updated Rule 26 disclosures by close of business this Friday, including a representation as to when you “learned” any of the new information, or we will be forced to seek appropriate relief from the Court. Obviously, we will not proceed with any depositions in the absence of complete disclosures. | do not want to travel to Florida for witness depositions only to have you find “new” information about those witnesses as soon as the depositions have concluded. Thank you for your prompt attention. -Laura

Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. From: Sigrid McCawley [mailto:Smccawley@BSFLLP.com] Sent: Monday, March 07, 2016 2:44 PM To: Laura Menninger Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [Rule 26 Disclosures] Hello Laura — just a quick update —! am working on revisions to Virginia’s Rule 26 disclosures and anticipate having those to you by early next week. Thank you, Sigrid Sigrid S. McCawley Partner 401 East Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfllp.com From: Sigrid McCawley Sent: Friday, February 26, 2016 12:27 PM To: ‘Laura Menninger’ Cc: Brenda Rodriguez Subject: RE: Giuffre v. Maxwell - [Rule 26 Disclosures] Hello Laura, As you know, your Rule 26 disclosures were due back in November, 2015 and you have just provided a copy of them for the first time on February 24, 2016 and you failed to attached copies of the documents you reference. Kindly provide me with copies of the documents referenced by Monday.

As for your concerns regarding the Rule 26 disclosures | served on you in November 2015, we are working on updating our disclosures in accordance with the rules and | anticipate having the revised disclosures to you in the near future. Thank you, Sigrid Sigrid S. McCawley Partner BOIES, SCHILLER & FLEXNER LLP 401 East Las Olas Blvd., Suite 1200 Fort Lauderdale, FL 33301 Phone: 954-356-0011 ext. 4223 Fax: 954-356-0022 http://www.bsfilp.com From: Laura Menninger [mailto:Imenninger@hmflaw.com] Sent: Wednesday, February 24, 2016 6:45 PM To: Sigrid McCawley Cc: Brenda Rodriguez Subject: Giuffre v. Maxwell - [Rule 26 Disclosures] Sigrid — Attached please find Ms. Maxwell’s Initial Disclosures Pursuant to Fed.R.Civ.P. 26(a)(1) in the above-captioned matter. Regarding Ms. Giuffre’s Rule 26 Disclosures served on November 11, 2015, they are deficient in several respects. First of all, you have not provided addresses and telephone numbers for witnesses listed therein. For example, as to witnesses Joanna Sjoberg and Jean Luc Brunel, you do not provide addresses or telephone numbers, yet you have served subpoenas on them or their counsel. Likewise, you do not even list Ms. Chambers as a witness, yet have apparently served a subpoena for her deposition as well. Cf. Rule 26(e)(1)(A) (requiring supplements “in a timely matter”). Furthermore, it is apparent from pleadings in other matters that you are in possession of a substantial number of documents regarding Ms. Giuffre’s claims and defenses that you have not mentioned, let alone provided copies of, consistent with Rule 26(a)(1)(A)(ii). By way of example only, your client has provided sworn testimony related to her allegations against Ms. Maxwell in the Edwards v Dershowitz matter that you have not provided. Your client’s other attorneys have provided redacted copies of her statements to law enforcement in that matter as well, yet you did not provide them as a part of your Rule 26 disclosures. Finally, Rule 26(a)(1)(A)(iii) requires you to provide a “computation of each category of damages” together with any “documents or other evidentiary material...on which each computation is based, including materials bearing on the nature and extent of injuries suffered.” Your damages disclosures are woefully lacking. Although you list lump-sum total claims for damages, you do not provide a single “computation,” let alone any “documents or other evidence” supporting any “computation.” e To the extent Ms. Giuffre purports to have, for example, “physical, psychological and psychiatric injuries and resulting medical expenses,” totaling $100,000, you do not provide a computation nor any “medical expenses” or records of any such “injuries.” e Tothe extent Ms. Giuffre purports to have, for example, $30 MILLLION worth of “pain and suffering” and “mental anguish,” again you do not provide a computation nor any records reflecting any such “injuries.” e To the extent Ms. Giuffre claims to have “past and future lost wages” of $5 MILLION, you provide no computation nor any records reflecting such “lost wages.” 3

See, e.g., Thompson v. Jamaica Hosp. Med. Ctr., No. 13 CIV. 1896 RWS, 2015 WL 3824254, at *3 (S.D.N.Y. June 19, 2015) (Sweet, J.) (“It should not take a conference, a motion to compel, a court order, and a motion for sanctions to generate a computation of damages. See Design Strategy, Inc. v. Davis, 469 F.3d 284, 295 (2d Cir.2006). That computation is required in a plaintiff's initial disclosures pursuant to Rule 26(a)(1)(A)(iii), and requires both a dollar amount sought and some analysis explaining how that figure was arrived at. See Max Impact, LLC v. Sherwood Grp., Inc., No. 09 Civ. 902, 2014 WL 902649, at *5—-6 (S.D.N.Y. Mar. 7, 2014). When a case such as this one has progressed into discovery, a more detailed calculation becomes necessary. See id.; see also Design Strategy, 469 F.3d at 295. Thompson was required to make this showing; merely gesturing at a large set of documents is not sufficient. See Design Strategy, 469 F.3d at 295.”). Please correct the deficiencies in your initial disclosures by next Monday, February 29, 2016. Thank you, -Laura Laura A. Menninger Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue Denver, Colorado 80203 Main 303.831.7364 FX 303.832.2628 Imenninger@hmflaw.com www.hmflaw.com CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain information that is confidential or legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that you must not read this transmission and that any disclosure, copying, printing, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please notify the sender by telephone or return e-mail and delete the original transmission and its attachments without reading or saving it in any manner. Thank you. OMIA tne EARL MMA LUA NOSES The information contained in this electronic message is confidential information intended only for the use of the named recipient(s) and may contain information that, among other protections, is the subject of attorney-client privilege, attorney work product or exempt from disclosure under applicable law. If the reader of this electronic message is not the named recipient, or the employee or agent responsible to deliver it to the named recipient, you are hereby notified that any dissemination. distribution, copying or other use of this communication is strictly prohibited and no privilege is waived. If you have received this communication in error, please immediately notify the sender by replying to this electronic message and then deleting this electronic message from your computer. [v.1]

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF, VIRGINIA GIUFFRE’S RESPONSE IN OPPOSITION TO DEFENDANT’S MOTION FOR PROTECTIVE ORDER REGARDING DEPOSITION OF DEFENDANT BOIES, SCHILLER & FLEXNER LLP David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

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TABLE OF CONTENTS Page SEATS ISE FAL O RITES osclass me geen vlads esata i etclegs eu Seaties setae a aeaaac aa tes cutee daca Seater eee il I: “PRED IMINARY+S FATE WIEN Tic attacateceuceedy casasteausteatsieneieecavscaceta Vueecuunouatpednnte aetaeaatans 1 He ARGUMENT jess cccesecsciveccctscianees ioticena aa tas siden Aaa ew cata ws Mage aaaens aap end A aan ds 2 A. All Of Defendant’s Interrgatories Seek Information Beyond The Scope Permitted RTI CIARA 39. J. ot ts leaccare sua ttaarseacetaeeesd as vate seanahtta agastgue tyne etc deataa ae ateoceaees 8 B. Interrogatory Nos. 6, 8, And 11 Are Premature Contention Interrogatories. .............. 10 CONCLUSION. acchcks dines sbejnciu si deeceieadscas cas ead seine Wend geld ehdta pane ie aes 11

TABLE OF AUTHORITIES Page Cases Ferguson v. Ferrante, No. 13 CIV 4468 VEC, 2014 WL 1327968 (S.D.N.Y. Apr. 3, 2014) ooo ceeeceeesceseeeeteeteeteeeeseens 9 In re Payment Card Interchange Fee & Merch. Dis., No. MD-05-1720 (JG)(JO), 2007 WL 121426 (E.D.N.Y. Jan. 12, 2007)... ce eeceeeeteeteeteeneeeeens 5 J. Goldman & Co., L.P. v. Kowal, 96 CIV. 7868 DAB HBP, 1997 WL 452332 (S.D.N.Y. Aug. 8, 1997) .cecececceseeseeteereeteeteeeeenees 8 Kunstler v. City of New York, No. 04CIV1145(RWS)(MHD), 2006 WL 2516625 (S.D.N.Y. Aug. 29, 2006) ....... eee 8,9 Labarbera v. Ulster Cty. Soc'y for Prevention of Cruelty to Animals, 277 A.D.2d 672, 673, 716 N.Y.S.2d 421, 422 (N.Y. App. Div. 2000)... ce ceeeceeeeeteeeeteeneeees 3 Liveperson, Inc. v. 24/7 Customer, Inc.,, No. 14 CIV. 1559 RWS, 2015 WL 4597546 (S.D.N.Y. July 30, 2015) occ eeeeeseeseeteereeteeneeees 10 Matter of Klein v. Lake George Park Commn., 261 A.D. 2d 774, 689 N.Y.S.2d 782 (N.Y. App. Div. 1999) oe ecececsesecseeeecseeeeceeeeeceseeeeeaeeneeaes 3 Nunez v. City of New York, No. 04CIV1145(RWS)(MHD), 2006 WL 2516625 (S.D.N.Y. Aug. 29, 2006) ......eceeeeeseeeees 9 Regeneron Pharm, Inc. v. Merus B.V., No 14 CIV. 1650 KBF, 2014 WL 2447600 (S.D.N.Y. May 29, 2014) w..cceecesceseeseeteereeteeneeees 10 Shannon v. New York City Transit Auth., No. 00 Civ. 5079, 2001 U.S. Dist. LEXIS 3162 (S.D.N.Y. Mar. 22, 2001) ....eeceeeseseeeeeneeeee 10 Trilegian Corp. v. Sitel Corp., Dep IN e DOUG) INV DO UO) sate hi Loa Seater ale duc ahtaciesetsa deve Geass elade tC adaeeuse nad ak ee huaasveoeeates 10 Statutes Hed Ry Cie EI0G 20 6 Missile dea aaron desile tai uahaly Mt naaa teeta ntl Ama ne hgidtesecnltabhua eden 7 Fed. Ry. Civic PLrogy: 33:3" sigssesacte. chuengteadectestecaadusaductecntein Gd eaten sata Wana hela dodanie aaah die 4 Ps RC 1 POC 5 sc Sk Sartre Salat Race le ht ta a ol ls Sil lal ata each easel passim

Plaintiff Virginia L. Giuffre, by and through undersigned counsel, respectfully submits this Response in Opposition to Defendant’s Motion for Protective Order Regarding Defendant’s Deposition [D.E. 63]. For the reasons set forth below, this Court should deny Defendant’s motion in its entirety. I. PRELIMINARY STATEMENT Unfortunately, even after the Court’s strong words to the parties at the hearing last Thursday, March 17, 2016, Defendant continues to misrepresent basic facts in an effort to wrongfully postpone the deposition of the Defendant in this case. The facts are that Plaintiff issued a formal Notice of Deposition to the Defendant on February 2, 2016, well before Defendant issued her first set of discovery requests. Allowing the Defendant to dictate when she is deposed based on her dilatory discovery practices turns the Rules of Civil Procedure on their head. If this were the rule, then a defendant could continuously issue discovery requests to a plaintiff in order to postpone being deposed until the close of discovery. Such a ridiculous result is not contemplated by the Federal Rules of Civil Procedure. More importantly, Defendant can claim no prejudice here because, as Plaintiff agreed to do at the hearing last Thursday, Plaintiff has provided the Defendant with a list of all the documents Plaintiff intends to use at the deposition on Friday, March 25, 2016, along with all the documents. See Declaration of Sigrid McCawley (“McCawley Decl.”) at Exhibit 1, March 22, 2016 correspondence listing documents to be used at deposition. The parties participated in a meet and confer on Monday, March 21, 2016, that lasted close to two hours, during which Plaintiff made a number of concessions in order to avoid additional and unnecessary motion practice with this Court. Despite this, Defendant persists in trying to create issues with Plaintiff's discovery production and responses. Plaintiff served discovery requests back in October - four months ago - which still have not been properly responded to. At

a minimum, she should be entitled to move discovery forward by taking the deposition of the Defendant. Indeed Local Rule 33.3 provides that rather than serving interrogatories, the parties should press discovery forward by seeking information through depositions. That is exactly what the Plaintiff is trying to do here and she is being stonewalled. Critical to this case is whether the Defendant is going to answer questions about her involvement in the alleged sexual trafficking and abuse of females or whether she is going to invoke her Fifth Amendment rights. Plaintiff should be entitled to answers, by way of a deposition, in order to shape her discovery going forward in this case. Discovery closes in three months and Plaintiff has not yet been able to depose the Defendant. That is simply wrong. Defendant, who has only produced two e-mails in response to Plaintiff's thirty-nine (39) discovery requests now complains that Plaintiff produced too many documents in response to Defendant’s expansive discovery requests. If Defendant did not want to receive responsive documents of that magnitude, she should have narrowly tailored her discovery requests. In fact, if anyone should be complaining about prejudice, it should be the Plaintiff who has only received two documents in Defendant’s discovery production. There is absolutely no valid reason that Defendant’s deposition should be postponed. ARGUMENT Despite engaging in a lengthy meet and confer call during which Plaintiff made a number of concessions in an effort to move this case forward, Defendant filed this baseless motion without acknowledging any of those concessions and instead relying on Plaintiff's original response, instead of her supplemental response, in an effort to convince the Court to postpone the Defendant’s deposition. Defendant misrepresents Plaintiff's discovery in this case in the following ways:

Defendant’s Position: Defendant says Plaintiff lodged baseless objections and is withholding documents. Reality: Plaintiff produced non-privileged documents without withholding anything, except pictures of her minor children, in response to 34 of the 37 document requests and thus far has produced 4,134 pages of documents. Defendant’s Position: Defendant says Plaintiff should not have listed certain objections like “agency” or “investigative privilege.” Reality: Plaintiff agreed during the meet and confer to revise, and did in fact revise, her objections to narrow her objections and they now mirror exactly the Defendant’s privilege objections. Thus, Defendant has no basis for complaint. See McCawley Decl. at Exhibit 2, Plaintiff's Supplemental Responses and Objections to Defendant’s First Set of Discovery Requests to Plaintiff. Plaintiff has asserted the “public interest privilege” to protect information she has regarding ongoing criminal investigations regarding the Defendant’s alleged sexual abuse. New York law “recognizes a public interest privilege which shields from disclosure information received by governmental entities where the public interest requires that such communications, or the sources thereof, should be kept confidential and not subject to the normal, liberal discovery rules.” Labarbera v. Ulster Cty. Soc'y for Prevention of Cruelty to Animals, 277 A.D.2d 672, 673, 716 N.Y.S.2d 421, 422 (N.Y. App. Div. 2000) (citing Matter of World Trade Ctr. Bombing Litig., 93 N.Y .2d 1, 8, 686 N.Y.S.2d 743, 709 N.E.2d 452 (N.Y. 1999); Matter of Klein v. Lake George Park Commn., 261 A.D.2d 774, 689 N.Y.S.2d 782 (N.Y. App. Div. 1999)). Defendant’s Position: Defendant says Plaintiff should not reference in her objection that the Defendant has in its possession, custody and control the information being requested.

Reality: Plaintiff preserved her objections because if Defendant had timely produced documents in this case, Plaintiff would have the material necessary to respond to the discovery request. There is no prejudice in asserting this objection because Plaintiff did not withhold documents based on this objection. Defendant’s Position: Defendant complains that Plaintiff asserted a copyright protection. Reality: Plaintiff did not withhold any documents based on her copyright protection assertion, but rather she marked any copyright material as such to preserve her rights, as she is entitled to do. Defendant’s Position: Defendant wrongly states that Plaintiff failed to state whether she was withholding documents. Reality: Plaintiff could not have been clearer — in accordance with Rule 34(b)(2)(c), Plaintiff clearly stated when she was withholding documents. For the small amount of documents she did withhold, she plainly stated that she is “withholding documents based on her objections.” Due to the concerns Defendant raised at the meet and confer about Defendant’s apparent confusion, Plaintiff went a step further and revised her answers to mirror the language that the Defendant used when she was withholding a documents. See McCawley Decl. at Exhibit 3, Original Responses and Objections, and Exhibit 4 Supplemental Responses and Objections. Accordingly, there is no way Defendant can claim confusion. Defendant’s Position: Defendant, who only produced two emails in this case, complains that Plaintiff produced duplicate documents in her production of documents. Reality: In accordance with her obligations when dealing with electronic discovery, Plaintiff retained an electronic discovery and litigation support firm, Rational Retention, to assist with the forensic searching and producing of responsive electronic files in this case.

Rational Retention performed, as part of their contract, de-duping services, which eliminates duplicates. See McCawley Decl. at Exhibit 5, Affidavit of Robert Conley from Rational Retention. As with any electronic discovery production, a document may appear to be a “duplicate” but if it has different metadata it must be produced. Defendant’s misguided argument that Plaintiff has artificially inflated the volume of her document production by producing “duplicate” documents reveals a misunderstanding of basic electronic discovery law and practices. Plaintiff utilized an electronic deduplication process prior to production. True duplicates were eliminated from the production. However, even documents that look alike contain different metadata. Any variance in metadata from document-to-document renders documents non-duplicative, even if they appear identical on their face. As courts in the Second Circuit has instructed, metadata is different for each document, but it may not show up when the documents are reduced to print. See In re Payment Card Interchange Fee & Merch. Disc., No. MD 05-1720(JG)(JO), 2007 WL 121426, at *1 (E.D.N.Y. Jan. 12, 2007) (“metadata (that is, data about data; in this context, information about an electronically stored document that may or not be visible if the document is reduced to printed form)”). Defendant served incredibly broad requests and is now complaining about the results they yielded. Defendant’s complaint about duplicates should be rejected because if a document is produced in a particular context, for example in a different litigation, and that was covered by a request, it was reproduced so that Defendant would have the exact information that satisfied her request. Moreover, there is no prejudice to Defendant in receiving a duplicate copy of a document. Defendant’s Position: Defendant argues that Plaintiff has failed to produce certain documents so she would be prejudiced by her deposition going forward on Friday, March 25, 2016.

Reality: There is no prejudice to Defendant because, on March 22, 2016, Ms. Giuffre produced and provided to Defendant a list of all the documents she may use at the deposition as well as all of those documents. o Defendant wrongfully states that Plaintiff has not produced travel records when she has indeed produced travel records. o Defendant wrongfully states that Plaintiff has not produced education records, when she has indeed produced everything she has relating to education. o Defendant wrongfully states that Plaintiff has not produced her communications with Epstein and Maxwell when she has indeed produced everything she has relating to those communications. o Defendant complains that Plaintiff has not produced “employment records for Mara Lago” but Plaintiffs search did not yield any responsive documents, and she stated that in her responses. o Defendant wrongfully states that Plaintiff will not produce a copy of her settlement agreement with Epstein when in fact, Plaintiff agreed to produce the settlement agreement upon receipt of the necessary waiver from Defendant and Epstein so she will not be in violation of its confidentiality provision. See McCawley Decl. at Exhibit 2, Supplemental Responses and Objections. o Defendant wrongfully states that Plaintiff has not produced a deposition transcript from the case of Edwards/Cassell v. Dershowitz, Case no. CACE 15-000072, when Defendant knows that Plaintiff is precluded from producing the transcript as it has been sealed by the Court in that matter, and Ms. Giuffre produced to Defendant a copy of the order sealing it. co Most importantly, none of these issues preclude the Defendant from being deposed in this case. Defendant’s Position: Defendant argues that Plaintiff failed to make timely Rule 26 disclosures. Defendant admits it is wasting the Court’s time by stating: “[w]hile these disclosures may not directly impact the subject matter of Defendant’s deposition, they demonstrate the bad-faith of Plaintiff fulfilling her discovery obligations, and also, ultimately may likely impact the discovery deadlines that have been set in this case.” (Def’s MPO at 14.) Defendant is throwing everything but the kitchen sink at the Court in the desperate attempt to avoid discovery by way of a deposition in this case.

Reality: Plaintiff filed her initial Rule 26 disclosures on November 11, 2015 in accordance with the Rules. Defendant delayed four months until February 2016 before submitting her initial Rule 26 disclosures. Plaintiff supplemented her Rule 26 disclosures on March 11, 2016 and added an addendum of information requested during the meet and confer on March 22, 2016. Ms. Giuffre has fully complied with her Rule 26 obligations, as fully briefed in her Response In Opposition to Defendant’s Motion to Compel Plaintiff to Disclose Pursuant to Fed. R. Civ. P. 26(a)(1). See McCawley Decl. at Exhibit 6, March 20, 2016 Correspondence from Sigrid McCawley to Defendant’s counsel. Defendant’s Position: Defendant says Plaintiff has wrongfully objected to interrogatories. Reality: Local Rule 33.3 is clear that Defendant’s interrogatories are premature at this stage of the litigation and in violation of that Rule. Rule 33.3 provides: (a) Unless otherwise ordered by the Court, at the commencement of discovery, interrogatories will be restricted to those seeking names of witnesses with knowledge of information relevant to the subject matter of the action, the computation of each category of damage alleged, and the existence, custodian, location and general description of relevant documents, including pertinent insurance agreements, and other physical evidence, or information of a similar nature. (b) During discovery, interrogatories other than those seeking information described in paragraph (a) above may only be served (1) if they are a more practical method of obtaining the information sought than a request for production or a deposition, or (2) if ordered by the Court. (c) At the conclusion of other discovery, and at least 30 days prior to the discovery cut-off date, interrogatories seeking the claims and contentions of the opposing party may be served unless the Court has ordered otherwise. S.D.N.Y. Civil R. 33.3. Defendant’s interrogatories seek information far beyond the scope of information specified in subparagraph (a) and Defendant has not demonstrated that these interrogatories are a more practical method of obtaining the requested information. See McCawley Decl. at Exhibit 7, Correspondence requesting Defendant’s counsel withdraw her premature Interrogatories. 7

Additionally, several of Defendant’s interrogatories are contention interrogatories, which subparagraph (c) makes clear are improper and premature at this early stage of discovery. A. Defendant’s interrogatories seek information beyond the scope permitted under Rule 33.3. Rule 33.3 limits interrogatories at the outset of discovery “to requests for witness names, computation of damages, and the location, custodian and general nature of pertinent documents.” Kunstler v. City of New York, No. 04CIV1145(RWS)(MHD), 2006 WL 2516625, at *5 (S.D.N.Y. Aug. 29, 2006) aff'd, 242 F.R.D. 261 (S.D.N.Y. 2007) (Sweet, J.) (citing S.D.N.Y. Civil R. 33.3(a) & (b)). These limits are to be enforced unless (1) interrogatories “are a more practical method of obtaining the information sought than a request for production or a deposition, or (2) if ordered by the court.” Jd. Defendant’s Interrogatories seek information that does not fall into those exceptions. The requested information includes descriptions of medical treatment (Nos. 12-13) and employment records (No. 9); details and descriptions regarding income Ms. Giuffre has received over a period of 20 years (No. 10); information about Ms. Giuffre’s email and social media accounts (No. 2); descriptions of “the nature” of legal representation that Ms. Giuffre received (No. 3); details and descriptions concerning specific communications (Nos. 4-5), details about other incidents of defamation not at issue in this case (No. 7); and details concerning incidents of sexual assaults (No. 14). Defendant claims that “many of the interrogatories sought, consistent with Local Rule 33.3(a), seek the names of witnesses and the custodians of records,” (Def’s MPO at FN 1). That does not excuse her violation of the rule since each interrogatory seeks far more than the identification of aname. J. Goldman & Co., L.P. v. Kowal, No. 96 CIV. 7868 DAB HBP, 1997 WL 452332, at *1 (S.D.N.Y. Aug. 8, 1997) (“To the extent the interrogatories seek information beyond the identification of persons and transactions, depositions are more practical vehicles for obtaining the information.”).

The information that Defendant’s interrogatories seek can be obtained more practically through other discovery methods. For instance, the information that Defendant seeks concerning Ms. Giuffre’s medical and employment histories and sources of income can be obtained more practically by deposing her and through issuing requests for production. See Kunstler, 2006 WL 2516625, at *5 (denying defendants' request to compel response to interrogatory because “descriptions of the nature and extent of injuries, medical diagnoses, the course of treatment, and prescriptions are ordinarily more efficiently obtained through the production of pertinent medical records and through depositions” and thus exceed the scope of Local Civil Rule 33.3); Ferguson v. Ferrante, No. 13 CIV. 4468 VEC, 2014 WL 1327968, at *2 (S.D.N.Y. Apr. 3, 2014) (finding that request for identifying information of certain bank accounts could be more efficiently obtained from plaintiff at a deposition rather than through interrogatories); Nunez v. City of New York, No. 11 CIV. 5845 LTS JCF, 2013 WL 2149869, at *8 (S.D.N.Y. May 17, 2013) (denying motion to compel response to interrogatory seeking information about plaintiff's injuries and medical treatment because requests exceeded the scope of interrogatories permitted by Rule 33.3). As in the cases cited, the information that Defendant seeks regarding specific incidents and communications are more properly obtained through deposition testimony or document requests. In an attempt to justify her clear contravention of Rule 33.3, Defendant asserts that her interrogatories seek “the kind of minutiae that Plaintiff is unlikely to ‘recall’ at the time of her deposition.” (Def’s MPO at FN 1.) However, to date, Defendant has yet to take a single deposition in this case. Moreover, Defendant did not serve her first request for production until February 12, 2016, and the production in response to those requests is ongoing. Thus, her conclusory claim that “the remainder of interrogatories propounded” are “a more practical method of obtaining the information sought than a request for production or deposition,” id., is purely speculative and without any basis. For example, Ms. Giuffre has produced medical records, and

will produce more, that will satisfy Interrogatory No. 9. At this early stage in discovery, Defendant has not and cannot justify interrogatories as a more practical way of obtaining the breadth of information requested in her interrogatories. B. Interrogatory Nos. 6, 8, And 11 Are Premature Contention Interrogatories. In addition to seeking information outside the scope permitted under Rule 33.3(a), Interrogatories Nos. 6, 8 and 11 are contention interrogatories, which seek identification of Ms. Giuffre’s claims and the facts underlying them. For instance, Interrogatory No. 6 directs Ms. Giuffre to “[i]dentify any ‘false statements’ attributed to Ghislaine Maxwell which were ‘published globally’ ... as You contend in ... Your Complaint[.]” Interrogatory No. 8 directs Ms. Giuffre to identify, among other things, the dates, locations, and witnesses to Mr. Epstein’s sexual trafficking of Ms. Giuffre described in pleadings that Ms. Giuffre has filed in another action. Local Rule 33.3(c) clearly proscribes contention interrogatories such as these until “the conclusion of other discovery.” S.D.N.Y. Civil R. 33.3(c); see also Liveperson, Inc. v. 24/7 Customer, Inc., No. 14 CIV. 1559 RWS, 2015 WL 4597546, at *7 (S.D.N.Y. July 30, 2015) (Sweet, J.) (noting that “contention interrogatories” are “available at the close rather than the beginning of discovery’). In applying this rule, this Court has found that contention interrogatories are improper when served early in discovery, before any depositions have been taken. Shannon v. New York City Transit Auth., No 00 Civ. 5079, 2001 U.S. Dist. LEXIS 3162, at *9-10 (S.D.N.Y. Mar. 22, 2001) (Sweet, J.)(denying motion to compel responses to contention interrogatories where the only discovery that had occurred to date was document discovery and depositions had yet to be conducted); see also Regeneron Pharm., Inc. v. Merus B.V., No. 14 CIV. 1650 KBF, 2014 WL 2447600, at *3 (S.D.N.Y. May 29, 2014) (denying party’s motion to compel responses to contention interrogatories at early stage in discovery); Trilegiant Corp. v. Sitel Corp., 272 F.R.D. 360, 367 (S.D.N.Y. 2010) (same). 10

Defendant was not entitled to serve improper and premature interrogatories in clear violation of Local Rule 33.3, and Ms. Giuffre was under no obligation to respond. While Defendant has elected to ignore the limitations in Rule 33.3, Ms. Giuffre has complied with the terms of the rule and, to date, has not served any interrogatories whatsoever. Moreover, Ms. Giuffre provided responses to some of Defendant’s interrogatories, subject to objections, and despite the fact that she was not required to do so. Defendant’s attempt to base her Motion for a Protective Order on interrogatory responses is in direct violation of Local Rule 33.3 and should be denied. CONCLUSION For the reasons set forth above, Ms. Giuffre respectfully requests that the Court deny Defendant’s Motion for Protective Order and direct Defendant to sit for her deposition scheduled for March 25, 2016. Dated: March 23, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 11

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 23, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. Jeffrey S. Pagliuca, , Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com Email: jpagliuca@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 12

United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF VIRGINIA GIUFFRE’S RESPONSE IN OPPOSITION TO DEFENDANT’S MOTION FOR PROTECTIVE ORDER REGARDING DEFENDANT’S DEPOSITION I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2 I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Response in Opposition to Defendant’s Motion for Protective Order Regarding Defendant’s Deposition [D.E. 63]. S: Attached hereto as Exhibit 1, is a true and correct copy of Sigrid McCawley’s March 22, 2016 Correspondence. 4. Attached hereto as Exhibit 2, is a true and correct copy of Plaintiff's Supplemental Responses and Objections to Defendant’s First Set of Discovery Requests. 3D: Attached hereto as Exhibit 3, is a true and correct copy of Plaintiff's original Responses and Objections to Defendant’s First Set of Discovery Requests dated March 16, 2016.

6. Attached hereto as Exhibit 4, is a true and correct copy of the Affidavit of Robert Conley from Rational Retention. ‘p Attached hereto as Exhibit 5, is a true and correct copy of Sigrid McCawley’s March 20, 2016 Correspondence to Defendant’s Counsel. 8. Attached hereto as Exhibit 6, is a true and correct copy of Sigrid McCawley’s February 19, 2016 Correspondence to Defendant’s Counsel. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Dated: March 23, 2016 By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on March 23, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. Jeffrey S. Pagliuca, , Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com Email: jpagliuca@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley

Case _1:15-cv-07433-RWS Document 71-1 Filed 03/23/16 Page 1 of 4 EXHIBIT |

Case 1:15-cv-07433-RWS Document 71-1 Filed 03/23/16 Page 2 of 4 EMS) f= ae TE os UI A Et SY St Sn <-S aem S) S ig a oe | | e 401 EAST LAS OLAS BOULEVARD® SUITE 1200* FORT LAUDERDALE, FL 33301-22I1* PH. 954.356.00l1 * FAX 954.356.0022 Sigrid 8. McCawley, Esq. E-mail: smecawley@bsfllp.com March 22, 2016 Via Electronic Mail Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10 Avenue Denver, Colorado 80203 Re: Giuffre v. Maxwell, Case no. 15-cv-07433-RWS Dear Ms. Menninger: Pursuant to last Thursday’s hearing before Judge Sweet and my agreement to provide the Defendant with the exhibits that I may use at this Friday’s deposition of the Defendant, below please find a list of the exhibits that we may rely upon. DESCRIPTION BATES September 21, 2015 Complaint [DE 1] filed in Maxwell defamation action Giuffre00298 1-002992 Defendant’s Answer [DE 54] to Complaint dated March 14, 2016 March 18, 2016 Protective Order [DE 62] filed in Maxwell defamation action March 17, 2011 FBI 302 Interview of Virginia Giuffre (in Australia) Giuffre001235-001246 February 22, 2016 Re-Notice of Taking Videotaped Deposition of Ghislaine Maxwell - (March 25, 2016) a Maxwell - (March 2, 2016 | Defendant Maxwell's Rule 26 Disclosures dated February 24,2016 | | Defendant Maxwell'sPrivilegeLog | 2009 Notice of Taking Videotaped Deposition of Ghislaine Maxwell, Exhibit 8 to Plaintiff's Subpoena and Daily Mail article Motion to Compel Production of Documents Subject to Improper Objections [DE 25 March 9, 2011 Ross Gow Statement Giuffre001067 WWW. BSFLLP.COM

Case 1:15-cv-07433-RWS Document 71-1 Filed 03/23/16 Page 3 of 4 BOIES, SCHILLER & FLEXNER LLP Letter to Laura Menninger, Esq. March 22, 2016 Page 2 DESCRIPTION BATES January 4, 2015 Express Article: "Ghislaine Maxwell I was Not a Madam Plaintiff's Rule 26 for Paedophile" Disclosures January 5, 2015 New York Daily News Article: "Alleged Madam Giuffre001120 Accused of Supplying Prince Andrew with Underage Teen For Sex Spotted In NYC - As He's Seen Cutting Swiss Vacation Short To Face Queen" Complaint in Jane Doe v. Epstein action Giutfre001207-001233 September 3, 2008 Victim Notification Letter Giuffre001203-001205 January 21,2015 Declaration of Jane Doe No. 3 aka Virginia Giuffre in CVRA action Giuffre000888-000906 February 6, 2015 Declaration of Jane Doe No. 3 aka Virginia Giuffre in CVRA action Giuffre000907-000934 November 20, 2015 Declaration of Virginia Giuffre in Dershowitz action | Giuffre000383-000398 February 1, 2015 Mirror Article "Prince Andrew's Pal Ghislaine Maxwell May Sue Over Madam Allegations Giuffre001125-001128 January 3, 2015 Daily Mail Article: "Harvard Law Professor Named Alongside Prince Andrew in Sex-Slave Case Accuses Alleged Victim of Making Up Stories Giuffre001088-001099 September 23, 2007 Red Ice Creations Article: "Prince Andrew's Friend, Ghislaine Maxwell, Some Underage Girls And a Very Disturbing Story Giuffre001131-001138 Photographs Giuffre000404-000424 Giuffre000375-381 and Thailand Flight Information and Invoices for VR Giuffre0009 19-926 November 21, 2005 Statement of Juan Alessi Giuffre000598-623 Plaintiff's Revised Rule March 24, 2010 Deposition Transcript of Sarah Kellen 26 Disclosures April 13, 2010 Deposition Transcript of Nadia Marcinkova Giuffre001164-001201 July 29, 2009 Deposition Transcript of Alfredo Rodriguez Giutfre000252-000318 August 7, 2009 Continued Deposition Transcript of Alfredo Rodriguez Giuffre001005-001057 September 8, 2009 Deposition Transcript of Juan Alessi Giuffre000091-000249 Medical Records produced March 22, 2016 Po

Case 1:15-cv-07433-RWS Document 71-1 Filed 03/23/16 Page 4 of 4 BOVES SCHILLER & FLEXNER LUP Letter to Laura Menninger, Esq. March 22, 2016 Page 3 Sincerely, Sigrid 8. McCawley, Esq. SSM/ep

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 1 of 45 EXHIBIT 2

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 2 of 45 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF’S AMENDED SUPPLEMENTAL RESPONSE AND OBJECTIONS TO DEFENDANT’S FIRST SET OF DISCOVERY REQUESTS TO PLAINTIFF Plaintiff hereby serves her amended supplemental responses and objections to Defendant’s First Set of Discovery Requests. GENERAL OBJECTIONS Defendant’s First Set of Discovery Requests violates Local Civil Rule 33.3. Defendant has served interrogatories that are in direct violation of that Rule because the interrogatories are not “restricted to those seeking names of witnesses with knowledge of information relevant to the subject matter of the action, the computation of each category of damage alleged, and the existence, custodian, location and general description of relevant documents, including pertinent insurance agreements, and other physical evidence, or information of a similar nature.” Local Civil Rule 33.3(a). Instead, they seek information under subsections (b) and (c) of Local Civil Rule 33.3, and therefore, they should not be served because they are not “a more practical method of obtaining the information sought than a request for production or a deposition,” and because they were served in advance of the period “30 days prior to the discovery cut-off date.” Local Civil Rule 33.3(b), (c). The interrogatories you served violate Local Rule 33.3 and we ask

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 3 of 45 that you immediately withdraw those interrogatories. See Rule 33.3, Local Rules for the Southern District of New York; see also Shannon v. New York City Transit Auth., No. 00 CIV. 5079 (Sweet, J.), 2001 WL 286727, at *3 (S.D.N.Y. Mar. 22, 2001); accord Gary Friedrich Enterprises, LLC v. Marvel Enterprises, Inc., No. 08 CIV. 1533 BSJ JCF, 2011 WL 1642381, at *4 (S.D.N.Y. Apr. 26, 2011). Specifically, Rule 33.3 provides: (a) Unless otherwise ordered by the Court, at the commencement of discovery, interrogatories will be restricted to those seeking names of witnesses with knowledge of information relevant to the subject matter of the action, the computation of each category of damage alleged, and the existence, custodian, location and general description of relevant documents, including pertinent insurance agreements, and other physical evidence, or information of a similar nature. (b) During discovery, interrogatories other than those seeking information described in paragraph (a) above may only be served (1) if they are a more practical method of obtaining the information sought than a request for production or a deposition, or (2) if ordered by the Court. (c) At the conclusion of other discovery, and at least 30 days prior to the discovery cut-off date, interrogatories seeking the claims and contentions of the opposing party may be served unless the Court has ordered otherwise. Similarly, Requests for Production numbers 1, 2, 4, 6(i), 9, 12, 30, 35 and 37 also violate Local Rule 33.3 in that they rely on the offending interrogatory requests. The Rule provides that a party must first try to obtain discovery through document production and testimony. Discovery does not close in this case until July 1, 2016, and Defendant has not yet noticed a deposition. As such, these interrogatories violate Local Rule 33.3 and are premature. Defendant’s First Set of Discovery Requests also violates Rule 33, Fed. R. Civ. P., which provides “a party may serve on any other party no more than 25 interrogatories, including all discrete subparts” — in that Defendant has served a total of 59 interrogatories, including subparts, in violation of Rule 33. We ask that you immediately withdraw those interrogatories that exceed the 25 interrogatory limit set by Rule 33.

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 4 of 45 Ms. Giuffre objects to Defendant’s First Set of Discovery Requests to the extent they seek information that is protected by any applicable privilege, including but not limited to, attorney client privilege, work product privilege, joint defense/common interest privilege, public interest privilege, and any other applicable privilege. Ms. Giuffre objects to the requests to the extent Defendant’s First Set of Discovery Requests call for the production of documents or information that is already in the possession, custody, or control of the Defendant. Ms. Giuffre further objects to the requests to the extent that Defendant’s First Set of Discovery Requests is duplicative of documents and information that can equally or more readily be obtained by the Defendant. Ms. Giuffre objects to the requests to the extent that they seek documents that are not relevant, material, or necessary to this action and, thus, are not reasonably calculated to lead to the discovery of admissible evidence. Many of the requests in the Defendant’s First Set of Discovery seek documents that are in no way limited to their relation to this case. Indeed, they seek documents that are not important to resolving the issues; documents that are not relevant to any party’s claim or defense; and documents that are not proportional to the needs of the case. Such requests create a heavy burden on Ms. Giuffre that outweighs any benefit. Such discovery is prohibited by the Federal Rules of Civil Procedure, particularly under the 2015 amendments to Rule 26(b)(1), Fed. R. Civ. P., and is wholly inappropriate. Ms. Giuffre objects to the requests to the extent that they are overly broad and unduly burdensome, as individually logging all privileged responsive documents would be overly burdensome. Plaintiff contends that requests targeting such privileged information are overly broad under Rule 26(b)(1), Fed. R. Civ. P. Specifically, Ms. Giuffre objects to the requests as overly burdensome to the extent that they would require logging voluminous and ever-increasing

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 5 of 45 privileged communications between Ms. Giuffre and her counsel after the date litigation commenced on September 21, 2015. Ms. Giuffre objects to the requests as overly burdensome to the extent that they would require logging voluminous privileged documents between Ms. Giuffre and her counsel related to Jane Doe #1 and Jane Doe #2 v. United States, Case no. 0880736-CIV-Marra, pending in the Southern District of Florida; Bradley Edwards and Paul Cassell v. Alan Dershowitz, Case no. CACE 15-000072, pending in the Seventeenth Judicial Circuit, Broward County, Florida; and Jane Doe No. 102 v. Jeffrey Epstein, Case No. 09-80656CIV-Marra/Johnson (Southern District of Florida). Accordingly, due the undue burden of individually logging responsive privileged documents related to Defendant’s overly broad requests, Plaintiff has employed categorical logging of such privileged responsive documents pursuant to Local Civil Rule 26.2(c). Ms. Giuffre objects to the requests in that they seek to invade her privacy for the sole purpose of harassing and intimidating Ms. Giuffre who was a victim of sexual trafficking. Ms. Giuffre objects to the requests to the extent they are overly broad and unduly burdensome. Ms. Giuffre objects to Defendant’s definition of “your attorneys” because it includes names of attorneys that do not represent her, including Spencer Kuvin and Jack Scarola. Ms. Giuffre’s responses to Defendant’s First Set of Discovery Requests are being made after reasonable inquiry into the relevant facts, and are based only upon the information and documentation that is presently known to her. Ms. Giuffre reserves the right to modify and/or supplement her responses. Ms. Giuffre is producing documents and information herewith, and she will continue to review and produce relevant documents until completion. Ms. Giuffre incorporates her above-listed general objections in the responses herein.

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 6 of 45 INTERROGATORIES 1. State: a. Your present residential address; b. — Each residential address You have had since 1998, including any residential treatment facilities; c. the dates You lived at each address; d. the other Persons who lived with You at each address and for what period of time they lived at such address. Response to Interrogatory One: Ms. Giuffre objects to this interrogatory in part because it violates Rule 33.3. Ms. Giuffre objects to this interrogatory in that it seeks information that is sought by Defendant only to harass and intimidate Ms. Giuffre who was a victim of sexual trafficking. Per the Plaintiff's First Responses and Objections, and per our representations during the March 21, 2016 meet and confer phone call, we are working diligently to find information to supplement the below information with regard to address and dates, and once that information is obtained, Plaintiff will serve supplemental responses. Additionally, per the March 21, 2016 meet and confer phone call, we are addressing with the Plaintiff whether she will reveal here address to Defendant’s counsel confidentially and we will update you with her response. a. Due to safety concerns with respect to Ms. Giuffre and her minor children, she is not at liberty to reveal her present residential location. To ensure that Defendant is not prejudiced by the failure to provide information about Ms. Giuffre’s specific residential location, Ms. Giuffre agrees to have her attorney’s accept service on her behalf of any necessary communication or

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 7 of 45 filings in this matter to be addressed to: Sigrid McCawley, Esq. Boies Schiller & Flexner LLP, 401 East Las Olas Blvd., Suite 1200, Fort Lauderdale, FL 33316. b. Ms. Giuffre can recall living at the following addresses during the period of 1998 to the present. Ms. Giuffre may have lived at other locations for which she does not presently have the address. Ms. Giuffre is providing the information she has presently to the best of her recollection and review of documents and will supplement to the extent she obtains additional information responsive to this interrogatory. c. Ms. Giuffre believes she has lived at the following residences: e In January 1998, Ms. Giuffre was 14 years old. Ms. Giuffre recalls one facility named “Growing Together” that was located in or around Palm Beach, but she does not recall the dates when she resided at the facility. e From 1999-2002, Ms. Giuffre lived and travelled with Jeffrey Epstein and stayed at his various mansions in New York (9 E. 71st Street, New York, NY 10021-4102), Palm Beach (358 El Brillo Way, Palm Beach, Florida 33480, New Mexico (Zorro Ranch, 49 Zorro Ranch Rd., Stanley, New Mexico 87056), USS.V.I. (Little St. James, 6100 Red Hook Quarters, Suite B3, St. Thomas, Virgin Islands 00802), and Paris (22 Avenue Foch Apt 2DD, Paris, France 75116).

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 8 of 45 e Jeffrey Epstein also rented a residence for Ms. Giuffre in Royal Palm Beach, the exact address and dates of rental are in the possession, custody and control of Jeffrey Epstein. Tony Figueroa, James Michael Austrich and a few other individuals for whom Ms. Giuffre cannot recall the names of, stayed with her from time to time at the residence that Jeffrey Epstein rented. ® Ms. Giuffre’s parents’ address was 12959 Rackley Road, Loxahatchee, Florida 33470, and she lived there from time to time with her mother, her father, and her brothers. e 2C Quentin St. Basshill NSW in approximately 2003, but she is not certain of that date. At this location, Ms. Giuffre lived with Robert Giuffre. e N. Paramentata, NSW from approximately 2003 - 2005, but she is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. e Blue Bay, NSW from approximately 2005 - 2008 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ° 3 Elk St., NSW from approximately 2008 - 2009 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ® 50 Robertson Road, Basshill, NSW, but is not certain of the date. At this location, Ms. Giuffre lived with Robert Giuffre.

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 9 of 45 ° 50 Bundeena Rd., Glenning Valley, NSW from approximately 2009 2013 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ° 5035 Winchester Drive, Titusville, FL from approximately November 6, 2013 to 2014 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ° 1270 J. Street, Penrose, CO 81240, from approximately 2014 — 2015. At this location Ms. Giuffre lived with Robert Giuffre. 2: Identify any email address, email account, cellphone number and cellphone provider, social media account and login or screen name, text or instant messaging account name and number, that You have used, applied for or been supplied between 1998 and the present. Response to Interrogatory No. 2 Ms. Giuffre objects to this request in that it violates Rule 33.3. Ms. Giuffre objects to this request in that it is overly broad and seeks information solely to harass and intimidate Ms. Giuffre. For the period of 1998 to the present Ms. Giuffre provides the following information. During the time period that she was sexually trafficked by Jeffrey Epstein and the defendant, the defendant provided Ms. Giuffre with a cellphone so that she could be reached by the Defendant and Jeffrey Epstein at any time. Defendant is in possession of the information relating to this cellphone that she provided to Ms. Giuffre. Ms. Giuffre is responding with the information she can presently recall, but to the extent she obtains additional information she will supplement this response. Ms. Giuffre’s e-mail address is robiejennag@y7mail.com. She can recall having the following cell numbers (321) 271-4948, +61414651273, 0407.433.252. Ms. Giuffre had a Facebook account for a short time but it is no longer active. Per our representations during the

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 10 of 45 March 21, 2015 meet and confer phone call, we are working diligently to find information to supplement the above information, and once that information is obtained, Plaintiff will serve supplemental responses. 3, Identify each attorney who has represented you from 1998 to the present, the dates of any such representation, and the nature of the representation. Response to Interrogatory No. 3 Ms. Giuffre objects to this interrogatory as it seeks privileged information relating to her representation by attorneys. Ms. Giuffre responds that she has been represented by the following attorneys: Bob Josefsberg and members of his firm; Stan Pottinger, Brad Edwards from Farmer, Jaffe, Weissing, Edwards, Fistos & Lehrman, P.L.; Paul Cassell, a Professor of Criminal Law at the S.J. Quinney College of Law at the University of Utah; David Boies, Sigrid McCawley, and other attorneys and staff at Boies Schiller & Flexner LLP. 4. Identify each Communication, including the transmission of any Document, that You or Your Attorneys have had with any local, state or federal law enforcement agent or agency, whether in the United States or any other country, whether in Your capacity as a purported victim, witness, or perpetrator of any criminal activity, and whether as a juvenile or as an adult, including without limitation: a. the date of any such Communication; b. — the form of any such Communication, whether oral or written and if written, the format of any such Communication; c. the identities of all persons involved in the Communication, including the identity of the law enforcement agency with whom the agent is or was affiliated;

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 11 of 45 d. the case number associated with any such Communication; e. the subject matter of any such Communication; f. the disposition of any case associated with any such Communication, irrespective of whether the matter was sealed, expunged or later dismissed. Response to Interrogatory No. 4 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this interrogatory in that it seeks protected information regarding confidential investigations. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to the extent this seeks information regarding sexual assaults that occurred prior to her involvement with the Defendant and Jeffrey Epstein. Ms. Giuffre responds as follows: Ms. Giuffre met with the FBI on or about March 17, 2011. Ms. Giuffre also corresponded with Maria Villafano from the U.S. Attorney’s office and that correspondence has been produced. As to other investigations by law enforcement, Ms. Giuffre objects as this seeks information covered by the public interest privilege. 5. Identify each Communication that You or Your Attorneys have had with any author, reporter, correspondent, columnist, writer, commentator, investigative journalist, photojournalist, newspaper person, freelance reporter, stringer, or any other employee of any media organization or independent consultant to the same, including: a. the date of any such Communication; b. — the form of any such Communication, whether oral or written and if written, the format of any such Communication; 10

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 12 of 45 the identities of all persons involved in such Communication, including the identity of the media organization with whom the agent is or was affiliated; the article title, date of publication, and means of publication of any article, report, or re-printing of any such Communication made by You or Your Attorneys; the amount of Income that You and/or Your Attorneys received in exchange for any such Communication; the dates on which You and/or Your Attorneys received any such Income for any such Communication. Response to Interrogatory No. 5 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects in that this request is overly broad and unduly burdensome. 6. Identify any “false statements” attributed to Ghislaine Maxwell which were “published globally, including within the Southern District of New York” as You contend in paragraph 9 of Count | of Your Complaint, including: a. b. the exact false statement; the date of its publication; the publishing entity and title of any publication containing the purportedly false statement; 11

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 13 of 45 d. e. the URL or internet address for any internet version of such publication; and the nature of the publication, whether in print, internet, broadcast or some other form of media. Response to Interrogatory No. 6 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre further objects because the information requested above is in the possession of Defendant who has failed to comply with her production obligations in this matter. VN State whether You believe that You have ever been defamed by anyone other than Ghislaine Maxwell. If so, as to each alleged act of Defamation, state a. b. the exact false statement; the date of its publication; the publishing entity and title of any publication containing the purportedly false statement; the URL or internet address for any internet version of such publication; and the nature of the publication, whether in print, internet, broadcast or some other form of media. Response to Interrogatory No. 7 Ms. Giuffre objects to this request in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it seeks information protected by the attorney client and work product 12

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 14 of 45 privileges. Ms. Giuffre objects to this interrogatory in that it is not limited in time or to the subject nature of this litigation. 8. Identify the individuals referenced in Your pleadings filed in the U.S. District Court for the Southern District of Florida, Jane Doe I and Jane Doe 2 v. United States of America, 08-cv-80736-KAM, as the “high-profile non-party individuals” to whom Mr. Jeffrey Epstein sexually trafficked You, “including numerous prominent American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders,” including as to each episode of alleged sexual trafficking: a. the date of any such sexual trafficking; b. _ the location of any such sexual trafficking; c. any witnesses to any such sexual trafficking; d. any Income You received in exchange for such sexual trafficking; and e. any Documents You have to support or corroborate Your claim of such sexual trafficking. Response to Interrogatory No. 8 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Additionally, Ms. Giuffre objects to this interrogatory because naming some such individuals would jeopardize her physical safety based on credible threats to the same. Ms. Giuffre refers to the list of witnesses identified in her Revised Rule 26 Disclosures. a Identify any Employment You have had from 1996 until the present, including 13

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 15 of 45 without limitation, the name of Your employer or the name of any Person who engaged You for such Employment, the address and telephone number for any such Employment, the beginning and ending dates of any such Employment, Your job title in such Employment, and Your Income from such Employment. Response to Interrogatory No. 9 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it is overly broad and unduly burdensome, and seeks information that is not relevant to this case. 10. Identify any Income from any source other than Your Employment that You have received from January 1, 1996 until the present, including the Person or entity providing such Income, the amount of the Income, the dates on which any such Income was received, and the nature of the Income, whether a loan, investment proceeds, legal settlement, asset sale, gift, or other source. Response to Interrogatory No. 10 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overly broad and seeks confidential financial information. Ms. Giuffre objects to this interrogatory in that it seeks information covered by confidentiality provisions. Ms. Giuffre objects to this information in that any payment information for the sexual trafficking she endured at the hands of Jeffrey Epstein and Ghislaine Maxwell is in the possession, custody and control of the Defendant and Jeffrey Epstein. 14

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 16 of 45 Ms. Giuffre is in possession of a responsive document that contains a confidentiality provision. If Defendant obtains, and produces to Ms. Giuffre, a written waiver from her coconspirator, Mr. Epstein, of the confidentiality provision, freeing Ms. Giuffre from any liability whatsoever under the confidentiality provision, she will produce the document. 11. — Identify any facts upon which You base Your contention that You have suffered as a result of the Alleged Defamation by Ghislaine Maxwell “past and future lost wages and past and future loss of earning capacity and actual earnings — precise amounts yet to be computed, but not less than $5,000,000.” Response to Interrogatory No. 11 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this interrogatory in that it prematurely seeks expert witness disclosures. Ms. Giuffre incorporates by reference herein her Revised Rule 26 disclosures, which includes her computation of damages. 12. Identify any Health Care Provider from whom You received any treatment for any physical, mental or emotional condition, that You suffered from subsequent to any Alleged Defamation by Ghislaine Maxwell, including: a. the Health Care Provider’s name, address, and telephone number; b. _ the type of consultation, examination, or treatment provided; c. the dates You received consultation, examination, or treatment; d. whether such treatment was on an in-patient or out-patient basis; e. the medical expenses to date; f. | whether health insurance or some other person or organization or entity has paid for the medical expenses; and 15

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 17 of 45 g. for each such Health Care Provider, please execute the medical and mental health records release attached hereto as Exhibit A. Response to Interrogatory No. 12 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overbroad and seeks confidential medical information of a sex abuse victim and is not limited in scope to the issues in this case Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. 13. _Identiffy any Health Care Provider from whom You received any treatment for any physical, mental or emotional condition, including addiction to alcohol, prescription or illegal drugs, that You suffered from prior to the Alleged Defamation by Ghislaine Maxwell, including: a. the Health Care Provider’s name, address, and telephone number; b. _ the type of consultation, examination, or treatment provided; c. the dates You received consultation, examination, or treatment; d. whether such treatment was on an in-patient or out-patient basis; e. the medical expenses to date; f. | whether health insurance or some other person or organization or entity has paid for the medical expenses; and g. For each such Health Care Provider, please execute the medical and mental health records release attached hereto as Exhibit A. Response to Interrogatory No. 13 16

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 18 of 45 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overbroad and seeks confidential medical information of a sex abuse victim and is not limited in scope to the issues in this case. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it is not limited in scope to the medical information relating to the abuse she suffered from Defendant and Jeffrey Epstein. 14. —_ Identify any Person who You believe subjected You to, or with whom You engaged in, any illegal or inappropriate sexual contact, conduct or assault prior to June 1999, including the names of the individuals involved, the dates of any such illegal or inappropriate sexual contact, conduct or assault, whether Income was received by You or anyone else concerning such event, whether a police report was ever filed concerning such event and the outcome of any such case, as well as the address and location of any such event. Response to Interrogatory No. 14 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overbroad and seeks confidential medical information of a sex abuse victim. Ms. Giuffre objects to this request in that it seeks sexual assault information for a period prior to the sexual abuse at issue in this matter for a period when she was a minor child from the time Ms. Giuffre was born until she was 15. Ms. Giuffre objects to this request in that it is sought solely to harass, and intimidate Ms. Giuffre who is a victim of sexual abuse by the defendant. 17

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 19 of 45 REQUESTS FOR PRODUCTION 1. All Communications and Documents identified in Interrogatories 1-14, above. Response to Request No. 1 Ms. Giuffre objects to this request in that Defendant’s interrogatories violate Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request on the grounds that it is overly broad and unduly burdensome, incorporating the interrogatories that total 59 subparts, and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request in that it seeks to invade the privacy rights of a sex abuse victims, and is meant for the improper purpose of harassing and intimidating this victim. Subject to and without waving the above objections, Ms. Giuffre is withholding production of documents that are privileged pursuant to the attorney-client privilege, the work product privilege, and the public interest privilege. Ms. Giuffre is also withholding electronic renditions of photographs that depict the faces of her minor children, including school portraits and other photographs taken that reveal the faces of her minor children. Subjection to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request limited to documents that do not depict images of her minor children as described supra and will continue to supplement her production. 18

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 20 of 45 2. All Documents reviewed or relied upon in answering Interrogatory Nos. 1-14 above. Response to Request No. 2 Ms. Giuffre objects to this request in that defendant’s interrogatories violate Local Rule 33.3. Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney client, work product, and public interest, and other applicable privileges. Ms. Giuffre objects to this request in that it is overly broad incorporating the interrogatories that total 59 subparts. Ms. Giuffre objects to this request in that it seeks to invade the privacy rights of a sex abuse victims and is meant for the improper purpose of harassing and intimidating this victim. Subject to and without waving the above objections, Ms. Giuffre is withholding production of documents that are privileged pursuant to the attorney-client privilege, the work product privilege, and the public interest privilege. Ms. Giuffre is also withholding electronic renditions of photographs that depict the faces of her minor children, including school portraits and other photographs taken that reveal the faces of her minor children. Subjection to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request limited to documents that do not depict images of her minor children as described supra and will continue to supplement her production. 3: All Documents from any law enforcement agency, whether local, state or federal, whether in the United States or elsewhere, which concern or relate to You in any way. These Documents should include, without limitation, any witness statements, including statements made by You. Response to Request No. 3 19

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 21 of 45 Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney client, work product, public interest privilege and other applicable privileges. Ms. Giuffre objects to this request in that it is not limited in time period. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request and will continue to supplement her production. Ms. Giuffre is withholding documents that concern or relate to any currently ongoing investigation by any law enforcement agency under the public interest privilege and other applicable privileges. 4. All Documents reflecting any letter of engagement, any fee agreement, or any other type of writing reflecting an engagement of any attorney identified in response to Interrogatory No. 3. Response to Request No. 4 Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney client, work product, joint defense and other applicable privileges. Ms. Giuffre is withholding documents based on this objection. Specifically, Ms. Giuffre is withholding documents reflecting the engagements between herself and her attorneys she has engaged in relation to the above-captioned action and other actions as those documents involve privileged communications. a All Documents relating to any Communications occurring from 1998 to the present with any of the following individuals or with their attorneys, agents or representatives: a. Jeffrey Epstein; 20

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 22 of 45 m. Ghislaine Maxwell Any witness disclosed in Plaintiff’s Rule 26(a) disclosures; Any witness identified by You in response to Interrogatory No. 8 and No. 14; Sky Roberts; Lynn Roberts; Kimberley Roberts; Daniel LNU, half-brother of Plaintiff; Carol Roberts Kess; Philip Guderyon; Anthony Valladares; Anthony Figueroa; Ron Eppinger Response to Request No. 5 Ms. Giuffre objection to this request on the grounds that it is overly broad and unduly burdensome, particularly as it seeks documents relating to over 60 individuals, and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects because compliance with this request is unduly burdensome. Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Ms. Giuffre objects to this request to the 21

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 23 of 45 extent is seeks documents protected by the attorney client, work product, joint defense, public interest or any other applicable privilege. Ms. Giuffre objects to this request in that it is sought solely to harass and intimidate Ms. Giuffre, and invade her privacy, by seeking her private communications with her various family members, including aunts, uncles and parents and siblings. Subject to and without waving the above objections, Ms. Giuffre is withholding production of documents that are privileged pursuant to the attorney-client privilege, the work product privilege, and the public interest privilege. Ms. Giuffre is also withholding electronic renditions of photographs that depict the faces of her minor children, including school portraits and other photographs taken that reveal the faces of her minor children. Subjection to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request limited to documents that do not depict images of her minor children as described supra and will continue to supplement this production. 6. All photographs or video containing any image of You and the following individuals. To the extent You have such photographs and video in their original, native format, please produce them in that format (not a paper copy). a. Ghislaine Maxwell b. Alan Dershowitz c. Jeffrey Epstein d. Andrew Albert Christian Edward, the Duke of York (aka Prince Andrew) e. Ron Eppinger 22

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 24 of 45 f. _ Bill Clinton g. Stephen Hawking h. Al Gore i. Any of the individuals identified by You in response to Interrogatory No. 8 and No. 14. Response to Request No. 6 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request and will continue to supplement her production. Ms. Giuffre does not have “original, native format,” as requested so she is producing the paper copies she has in her possession, custody and control. 7 All photographs and video of You in any of Jeffrey Epstein’s properties, including, but not limited to: his home in Palm Beach, Florida; his home in New York City, New York; his ranch in Santa Fe, New Mexico; and Little Saint James Island in the U.S. Virgin Islands. To the extent You have such photographs and video in their original, native format, please produce them in that format (not a paper copy). Response to Request No. 7 23

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 25 of 45 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce documents responsive to this Request and will continue to supplement her production. Ms. Giuffre does not have “original, native format,” as requested so she is producing the paper copies she has in her possession, custody and control. The Defendant has documents responsive to this request that she should produce. 8. All photographs or video of You in any of Ms. Maxwell’s properties, including her home in London, England and her home in New York City, New York. To the extent You have such photographs or video in their original, native format, please produce them in that format (not a paper copy). Response to Request No. 8 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce 24

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 26 of 45 non-privileged documents responsive to this Request and will continue to supplement her production. Ms. Giuffre does not have “original, native format,” as requested so she is producing the paper copies she has in her possession, custody and control. The Defendant has documents responsive to this request that she should produce. 9. Any Documents reflecting rental agreements or purchase agreements for the residential addresses identified by You in response to Interrogatory No. 1. Response to Request No. 9 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request in that it seeks confidential financial information that is irrelevant to this action. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, public interest or any other applicable privilege. Ms. Giuffre objects to this request in that the information regarding rental agreements for the apartments that Defendant and Jeffrey Epstein rented for her are in the Defendant’s possession, control and custody. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement this production. 10. All Documents relating to Your Employment and/or association with the Mar-a-Lago Club located in Palm Beach, Florida, including any application for Employment. 25

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 27 of 45 Response to Request No. 10 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, public interest or any other applicable privilege. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement this production. 11. Any Document reflecting any confidentiality agreement by and between, or concerning, You and the Mar-a-Lago Club. Response to Request No. 10 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, public interest or any other applicable privilege. Ms. Giuffre has been unable to locate any such documents. 12. All Documents concerning any Employment by You from 1998 to the present or identified by You in response to Interrogatory No. 9, including any records of Your Employment at the Roadhouse Grill in Palm Beach, Florida. Response to Request No. 12 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, public interest or any other applicable privilege. 26

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 28 of 45 Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement this production. 13. All Documents concerning any allegations of theft by You from the Roadhouse Grill in Palm Beach, Florida from 1999 — 2002. Response to Request No. 13 Ms. Giuffre objects to this request in that it seeks information solely to harass, embarrass, and intimidate Ms. Giuffre. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it wrongfully characterizes a “theft by You”. Ms. Giuffre objects to this request as it seeks documents of sealed juvenile records, and the only means of obtaining such records are either through court order or illegal means. Ms. Giuffre has been unable to locate any such documents. 14. A copy of Your federal, state or local tax returns for the years 1998 to the present, whether from the United States or any other country. Response to Request No. 14 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request in that it seeks confidential financial information that is irrelevant to this action. Ms. Giuffre objects to this request in that it seeks financial information from her when she was a 27

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 29 of 45 minor child starting at age 14. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the accountant client privilege, and any other applicable privilege. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement this production. 15. All Documents concerning Your attendance at or enrollment in any school or educational program of whatever type, from 1998 to the present. Response to Request No. 15 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that her school records from when she was a minor child are an invasion of privacy, and sought only to harass and embarrass her. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement this production. 28

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 30 of 45 16. Any diary, journal or calendar concerning Your activities between 1996 — 2002. Response to Request No. 16 Ms. Giuffre objections to this Request on the grounds that the time period is overly broad and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request to the extent it seeks proprietary and copyright protected materials. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it seeks highly personal and sensitive material from a time when she was being sexually trafficked. Ms. Giuffre has been unable to locate any such documents. 17. All Documents relating to Your travel from the period of 1998 to the present, including, but not limited to a copy of Your passport that was valid for any part of that time period, any visa issued to You for travel, any visa application that You prepared or which was prepared on Your behalf, and travel itinerary, receipt, log, or Document (including any photograph) substantiating Your travel during that time period. Response to Request No. 17 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product 29

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 31 of 45 privilege, joint defense/common interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it is overly broad and not limited to travel records relevant to the abuse she suffered. Ms. Giuffre objects to this request in that it seeks information that is wholly irrelevant to this lawsuit. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement this production. Per the agreements made in the March 21, 2016 meet and confer, we will attempt to locate and make copies of Plaintiffs current passport book. 18. All Documents showing any payments or remuneration of any kind made by Jeffrey Epstein or any of his agents or associates to You from 1999 until the present. Response to Request No. 18 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. At this point in time, Ms. Giuffre has been unable to locate any such documents, but continues to search for responsive documents. 30

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 32 of 45 19. Any Document reflecting a confidentiality agreement, settlement agreement, or any contractual agreement of any kind, between You and Jeffrey Epstein, or any attorneys for You and/or Mr. Epstein. Response to Request No. 19 Ms. Giuffre objects to this request in that the documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre is in possession of a responsive document that contains a confidentiality provision. As discussed during the March 21, 2016 meet and confer, If Defendant obtains, and produces to Ms. Giuffre, a written waiver from her co-conspirator, Mr. Epstein, of the confidentiality provision, releasing Ms. Giuffre from any liability whatsoever under the confidentiality provision, she will produce the document. 20. Any Document reflecting Your intent, plan or consideration of, asserting or threatening a claim or filing a lawsuit against another Person, any Document reflecting such a claim or lawsuit, including any complaint or draft complaint, or any demand for consideration with respect to any such claim or lawsuit against any Person. Response to Request No. 20 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. 31

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 33 of 45 Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense or any other applicable privilege. Ms. Giuffre objects because this request is overly broad and unduly burdensome in that it seeks wholly privileged communications from other cases the logging of which on a privilege log would be unduly burdensome. As such, Ms. Giuffre is providing categorical privilege entries relating to those matters. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 21. All Documents relating to Your driver’s license from 1998 — 2002. Response to Request No. 21 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. At this point in time, Ms. Giuffre has not found any documents responsive to this request, but continues to search for responsive documents. 22. Acopy of Your marriage license(s) from 1999 to the present. Response to Request No. 22 Ms. Giuffre objections to this Request on the grounds that it is irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre 32

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 34 of 45 objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this request, and will continue to supplement this production. 23. All documents concerning Your naturalization application to Australia from 1999 to the present. Response to Request No. 23 Ms. Giuffre objections to this Request on the grounds that it is irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Ms. Giuffre has been unable to locate any such documents. 24. All Documents concerning Your Employment in Australia, including, but not limited to employment applications, pay stubs, Documents reflecting Your Income including any tax Documents. Response to Request No. 24 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request in that it seeks confidential financial information Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, or 33

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 35 of 45 any other applicable privilege. Ms. Giuffre objects to this request in that it seeks overly broad financial information not tailored to the sexual abuse and defamation issues in this case. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this request, and will continue to supplement this production. 25. All Documents concerning any massage therapist license obtained by You, including any massage therapy license issued in the United States, Thailand and/or Australia. Response to Request No. 25 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 26. All Documents concerning any prescription drugs taken by You, including the prescribing doctor, the dates of said prescription, and the dates of any fulfillment of any such prescription. Response to Request No. 26 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. 34

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 36 of 45 Giuffre objects to this request in that it is not limited in date range in any way; therefore if she was on a prescription drug when she was 2 years old, she would have to produce that document. Ms. Giuffre also objects to this request in that it is not limited to prescription drugs she has taken as a result of the abuse she endured. Ms. Giuffre objects to this request to the extent it seeks confidential medical records that are not relevant to this action. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, or any other applicable privilege. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and is producing non-privileged documents responsive to the Request limited to documents relating to prescription drugs relating to her treatment for sexual abuse she suffered at the hands of the Defendant and Jeffrey Epstein, and relating to conditions or symptoms arising after Defendant’s defamatory statement, and will continue to supplement this production. 27. All Documents, written or recorded, which reference by name, or other description, Ghislaine Maxwell. Response to Request No. 27 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non35

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 37 of 45 privileged documents responsive to this Request, and will continue to supplement her production. 28. All Documents reflecting notes of, or notes prepared for, any statements or interviews in which You referenced by name or other description, Ghislaine Maxwell. Response to Request No. 28 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 29. All Documents concerning any Communications by You or on Your behalf with any media outlet, including but not limited to the Daily Mail, Daily Express, the Mirror, National Enquirer, New York Daily News, Radar Online, and the New York Post, whether or not such communications were “on the record” or “off the record.” Response to Request No. 29 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will 36

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 38 of 45 produce non-privileged documents responsive to this Request, and will continue to supplement her production. 30. All Documents concerning any Income received by You from any media outlet in exchange for Your statements (whether “on the record” or “off the record’’) regarding Jeffery Epstein, Alan M. Dershowitz, Prince Andrew, Bill Clinton or Ghislaine Maxwell or any of the individuals identified by You in response to Interrogatory Nos. 8 and 14. Response to Request No. 30 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request, and will continue to supplement her production. 31. All Documents concerning any actual or potential book, television or movie deals concerning Your allegations about being a sex slave, including but not limited to a potential book by former New York Police Department detective John Connolly and writer James Patterson. Response to Request No. 31 37

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 39 of 45 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request, and will continue to supplement her production. 32. All manuscripts and/or other writings, whether published or unpublished, created in whole or in part by or in consultation with You, concerning, relating or referring to Jeffrey Epstein, Ghislaine Maxwell or any of their agents or associates. Response to Request No. 32 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce non-privileged documents responsive to this Request, and will continue to supplement her production. 38

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 40 of 45 33. All Documents concerning or relating to Victims Refuse Silence, the organization referred to in the Complaint, including articles of incorporation, any financial records for the organization, any Income You have received from the organization, and any Documents reflecting Your role within the organization or any acts taken on behalf of the Organization. Response to Request No. 33 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement her production. 34. To the extent not produced in response to the above list of requested Documents, all notes, writings, photographs, and/or audio or video recordings made or recorded by You or of You at any time that refer or relate in any way to Ghislaine Maxwell. Response to Request No. 34 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work 39

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 41 of 45 product privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent is seeks proprietary and copyright protected material. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement her production. 35. All phone records, including text messages, emails, social media Communications, letters or any other form of Communication, from or to You or associated with You in any way from 1998 to the present, which concern, relate to, identify, mention or reflect Ghislaine Maxwell, Jeffrey Epstein, Alan Dershowitz, Prince Andrew, Bill Clinton, or any of the individuals identified in response to Interrogatory Nos. 8 and 14. Response to Request No. 35 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request to the extent it seeks documents from “anyone associated with you” as that is vague and ambiguous. Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, the public interest privilege, and any other applicable privilege. 40

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 42 of 45 Ms. Giuffre objects to this request to the extent is seeks proprietary and copyright protected material. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement her production. While Ms. Giuffre has produced her documents, Ms. Giuffre’s response does not include documents “from anyone associated with you” based on the above referenced objection. 36. All Documents relating to massages, including but not limited to any Documents reflecting the recruiting or hiring of masseuses, advertising for masseuses, flyers created for distribution at high schools or colleges, and records reflecting e-mails or calls to Persons relating to massages. Response to Request No. 36 Ms. Giuffre objections to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Giuffre objects to this request in that it is not time limited in any way. Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, public interest privilege, and any other applicable privilege. Ms. Giuffre has been unable to locate any such documents. 41

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 43 of 45 37. Statements or records from any bank into which You deposited money received from Jeffrey Epstein, any Person identified in Interrogatory No. 8 or 14, any witness disclosed in Your Rule 26(a) disclosures, any media organization or any employee or affiliate of any media organization. Response to Request No. 37 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the public interest privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it seeks personal financial information. Ms. Giuffre objects to this request in that it is overly broad as it has no time limitation. Subject to and without waiving the above objections, Ms. Giuffre has already produced documents Bates labelled GIUFFRE000001 to GIUFFRE003190, and will produce nonprivileged documents responsive to this Request, and will continue to supplement her production. Dated: March 22, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 42

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 44 of 45 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 43

Case 1:15-cv-07433-RWS Document 71-2 Filed 03/23/16 Page 45 of 45 CERTIFICATE OF SERVICE I certify that on March 22, 2016, I electronically served Plaintiff Virginia Giuffre’s Amended Supplemental Responses and Objections to Defendant’s First Set of Discovery Requests on the following: Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com Jeffrey S. Pagliuca, , Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: jpagliuca@hmflaw.com By: /s/ Sigrid McCawley Sigrid McCawley 44

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 1 of 40 EXHIBIT 3

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 2 of 40 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. PLAINTIFF’S RESPONSE AND OBJECTIONS TO DEFENDANT’S FIRST SET OF DISCOVERY REQUESTS TO PLAINTIFF Plaintiff hereby serves her responses and objections to Defendant’s First Set of Discovery Requests. GENERAL OBJECTIONS Defendant’s First Set of Discovery Requests violates Local Civil Rule 33.3. Defendant has served interrogatories that are in direct violation of that Rule because the interrogatories are not “restricted to those seeking names of witnesses with knowledge of information relevant to the subject matter of the action, the computation of each category of damage alleged, and the existence, custodian, location and general description of relevant documents, including pertinent insurance agreements, and other physical evidence, or information of a similar nature.” Local Civil Rule 33.3(a). Instead, they seek information under subsections (b) and (c) of Local Civil Rule 33.3, and therefore, they should not be served because they are not “a more practical method of obtaining the information sought than a request for production or a deposition,” and because they were served in advance of the period “30 days prior to the discovery cut-off date.” Local Civil Rule 33.3(b), (c). The interrogatories you served violate Local Rule 33.3 and we ask

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 3 of 40 that you immediately withdraw those interrogatories. See Rule 33.3, Local Rules for the Southern District of New York; see also Shannon v. New York City Transit Auth., No. 00 CIV. 5079 (Sweet, J.), 2001 WL 286727, at *3 (S.D.N.Y. Mar. 22, 2001); accord Gary Friedrich Enterprises, LLC v. Marvel Enterprises, Inc., No. 08 CIV. 1533 BSJ JCF, 2011 WL 1642381, at *4 (S.D.N.Y. Apr. 26, 2011). Specifically, Rule 33.3 provides: (a) Unless otherwise ordered by the Court, at the commencement of discovery, interrogatories will be restricted to those seeking names of witnesses with knowledge of information relevant to the subject matter of the action, the computation of each category of damage alleged, and the existence, custodian, location and general description of relevant documents, including pertinent insurance agreements, and other physical evidence, or information of a similar nature. (b) During discovery, interrogatories other than those seeking information described in paragraph (a) above may only be served (1) if they are a more practical method of obtaining the information sought than a request for production or a deposition, or (2) if ordered by the Court. (c) At the conclusion of other discovery, and at least 30 days prior to the discovery cut-off date, interrogatories seeking the claims and contentions of the opposing party may be served unless the Court has ordered otherwise. Similarly, Requests for Production numbers 1, 2, 4, 6(i), 9, 12, 30, 35 and 37 also violate Local Rule 33.3 in that they rely on the offending interrogatory requests. The Rule provides that a party must first try to obtain discovery through document production and testimony. Discovery does not close in this case until July 1, 2016, and Defendant has not yet noticed a deposition. As such, these interrogatories violate Local Rule 33.3 and are premature. Defendant’s First Set of Discovery Requests also violates Rule 33, Fed. R. Civ. P., which provides “a party may serve on any other party no more than 25 interrogatories, including all discrete subparts” — in that Defendant has served a total of 59 interrogatories, including subparts, in violation of Rule 33. We ask that you immediately withdraw those interrogatories that exceed the 25 interrogatory limit set by Rule 33.

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 4 of 40 Ms. Giuffre objects to Defendant’s First Set of Discovery Requests to the extent they seek information that is protected by any applicable privilege, including but not limited to, attorney client privilege, work product privilege, joint defense/common interest privilege, agency privilege, investigative privilege, spousal privilege, doctor/patient privilege, accountant/client privilege, and any other applicable privilege. Ms. Giuffre objects to the requests to the extent Defendant’s First Set of Discovery Requests call for the production of documents or information that is already in the possession, custody, or control of the Defendant. Ms. Giuffre further objects to the requests to the extent that Defendant’s First Set of Discovery Requests is duplicative of documents and information that can equally or more readily be obtained by the Defendant. Ms. Giuffre objects to the requests to the extent that they seek documents that are not relevant, material, or necessary to this action and, thus, are not reasonably calculated to lead to the discovery of admissible evidence. Many of the requests in the Defendant’s First Set of Discovery seek documents that are in no way limited to their relation to this case. Indeed, they seek documents that are not important to resolving the issues; documents that are not relevant to any party’s claim or defense; and documents that are not proportional to the needs of the case. Such requests create a heavy burden on Ms. Giuffre that outweighs any benefit. Such discovery is prohibited by the Federal Rules of Civil Procedure, particularly under the 2015 amendments to Rule 26(b)(1), Fed. R. Civ. P., and is wholly inappropriate. Ms. Giuffre objects to the requests to the extent that they are overly broad and unduly burdensome, as individually logging all privileged responsive documents would be overly burdensome. Plaintiff contends that requests targeting such privileged information are overly broad under Rule 26(b)(1), Fed. R. Civ. P. Specifically, Ms. Giuffre objects to the requests as

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 5 of 40 overly burdensome to the extent that they would require logging voluminous and ever-increasing privileged communications between Ms. Giuffre and her counsel after the date litigation commenced on September 21, 2015. Ms. Giuffre objects to the requests as overly burdensome to the extent that they would require logging voluminous privileged documents between Ms. Giuffre and her counsel related to Jane Doe #1 and Jane Doe #2 v. United States, Case no. 0880736-CIV-Marra, pending in the Southern District of Florida; Bradley Edwards and Paul Cassell v. Alan Dershowitz, Case no. CACE 15-000072, pending in the Seventeenth Judicial Circuit, Broward County, Florida; and Jane Doe No. 102 v. Jeffrey Epstein, Case No. 09-80656CIV-Marra/Johnson (Southern District of Florida). Accordingly, due the undue burden of individually logging responsive privileged documents related to Defendant’s overly broad requests, Plaintiff has employed categorical logging of such privileged responsive documents pursuant to Local Civil Rule 26.2(c). Ms. Giuffre objects to the requests in that they seek to invade her privacy for the sole purpose of harassing and intimidating Ms. Giuffre who was a victim of sexual trafficking. Ms. Giuffre objects to the requests to the extent they are overly broad and unduly burdensome. Ms. Giuffre objects to Defendant’s definition of “your attorneys” because it includes names of attorneys that do not represent her, including Spencer Kuvin and Jack Scarola. Ms. Giuffre’s responses to Defendant’s First Set of Discovery Requests are being made after reasonable inquiry into the relevant facts, and are based only upon the information and documentation that is presently known to her. Ms. Giuffre reserves the right to modify and/or supplement her responses. Ms. Giuffre is producing documents and information herewith, and she will continue to review and produce relevant documents until completion. Ms. Giuffre incorporates her above-listed general objections in the responses herein.

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 6 of 40 1. State: INTERROGATORIES Your present residential address; Each residential address You have had since 1998, including any residential treatment facilities; the dates You lived at each address; the other Persons who lived with You at each address and for what period of time they lived at such address. Response to Interrogatory One: Ms. Giuffre objects to this interrogatory in part because it violates Rule 33.3. Ms. Giuffre objects to this interrogatory in that it seeks information that is sought by Defendant only to harass and intimidate Ms. Giuffre who was a victim of sexual trafficking. a. Due to safety concerns with respect to Ms. Giuffre and her minor children, she is not at liberty to reveal her present residential location. To ensure that Defendant is not prejudiced by the failure to provide information about Ms. Giuffre’s specific residential location, Ms. Giuffre agrees to have her attorney’s accept service on her behalf of any necessary communication or filings in this matter to be addressed to: Sigrid McCawley, Esq. Boies Schiller & Flexner LLP, 401 East Las Olas Blvd., Suite 1200, Fort Lauderdale, FL 33316. Ms. Giuffre can recall living at the following addresses during the period of 1998 to the present. Ms. Giuffre may have lived at other locations for which she does not presently have the address. Ms. Giuffre is providing the

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 7 of 40 information she has presently to the best of her recollection and will supplement to the extent she obtains additional information responsive to this interrogatory. c. Ms. Giuffre believes she has lived at the following residences: e In January 1998, Ms. Giuffre was 14 years old. Ms. Giuffre recalls one facility named “Growing Together” that was located in or around Palm Beach, but she does not recall the dates when she resided at the facility. ° Ms. Giuffre lived and travelled with Jeffrey Epstein and stayed at his various mansions in New York, Palm Beach, New Mexico (Zorro Ranch), and U.S.V.I. ° Jeffrey Epstein also rented a residence for Ms. Giuffre in Royal Palm Beach, the exact address and dates of rental are in the possession, custody and control of Jeffrey Epstein. Tony Figueroa, James Michael Austrich and a few other individuals for whom Ms. Giuffre cannot recall the names of, stayed with her from time to time at the residence that Jeffrey Epstein rented. ® Ms. Giuffre’s parents’ address was 12959 Rackley Road, Loxahatchee, Florida 33470, and she lived there from time to time with her family. ° 2C Quentin St. Basshill NSW in approximately 2003, but she is not certain of that date. At this location, Ms. Giuffre lived with Robert Giuffre.

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 8 of 40 e N. Paramentata, NSW from approximately 2003 - 2005, but she is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. e Blue Bay, NSW from approximately 2005 - 2008 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. e 3 Elk St., NSW from approximately 2008 - 2009 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ® 50 Robertson Road, Basshill, NSW, but is not certain of the date. At this location, Ms. Giuffre lived with Robert Giuffre. ° 50 Bondeena Rd., Glenning Valley, NSW from approximately 2009 2013 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ° 5035 Winchester Drive, Titusville, FL from approximately 2013 to 2014 but is not certain of those dates. At this location, Ms. Giuffre lived with Robert Giuffre. ° 1270 J. Street, Penrose, CO 81240, from approximately 2014 — 2015. At this location Ms. Giuffre lived with Robert Giuffre. 2 Identify any email address, email account, cellphone number and cellphone provider, social media account and login or screen name, text or instant messaging account name and number, that You have used, applied for or been supplied between 1998 and the present. Response to Interrogatory No. 2 Ms. Giuffre objects to this request in that it violates Rule 33.3. Ms. Giuffre objects to this request in that it is overly broad and seeks information solely to harass and intimidate Ms. Giuffre.

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 9 of 40 For the period of 1998 to the present Ms. Giuffre provides the following information. During the time period that she was sexually trafficked by Jeffrey Epstein and the defendant, the defendant provided Ms. Giuffre with a cellphone so that she could be reached by the Defendant and Jeffrey Epstein at any time. Defendant is in possession of the information relating to this cellphone that she provided to Ms. Giuffre. Ms. Giuffre is responding with the information she can presently recall, but to the extent she obtains additional information she will supplement this response. Ms. Giuffre’s e-mail address is robiejennag@y7mail.com. She can recall having the following cell number (321) 271-4948. Ms. Giuffre had a Facebook account for a short time but it is no longer active. 3, Identify each attorney who has represented you from 1998 to the present, the dates of any such representation, and the nature of the representation. Response to Interrogatory No. 3 Ms. Giuffre objects to this interrogatory as it seeks privileged information relating to her representation by attorneys. Ms. Giuffre responds that she has been represented by the following attorneys: Bob Josefsberg and members of his firm; Stan Pottinger, Brad Edwards from Farmer, Jaffe, Weissing, Edwards, Fistos & Lehrman, P.L.; Paul Cassell, a Professor of Criminal Law at the S.J. Quinney College of Law at the University of Utah; David Boies and Sigrid McCawley of Boies Schiller & Flexner LLP. 4. Identify each Communication, including the transmission of any Document, that You or Your Attorneys have had with any local, state or federal law enforcement agent or agency, whether in the United States or any other country, whether in Your capacity as a purported victim, witness, or perpetrator of any criminal activity, and whether as a juvenile or as an adult, including without limitation:

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 10 of 40 a. the date of any such Communication; b. — the form of any such Communication, whether oral or written and if written, the format of any such Communication; c. the identities of all persons involved in the Communication, including the identity of the law enforcement agency with whom the agent is or was affiliated; d. the case number associated with any such Communication; e. the subject matter of any such Communication; f. the disposition of any case associated with any such Communication, irrespective of whether the matter was sealed, expunged or later dismissed. Response to Interrogatory No. 4 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this interrogatory in that it seeks protected information regarding confidential investigations. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre responds as follows: Ms. Giuffre met with the FBI on or about March 17, 2011. Ms. Giuffre also corresponded with Maria Villafano from the U.S. Attorney’s office and that correspondence has been produced. As to other investigations by law enforcement, Ms. Giuffre objects as this seeks information covered by the investigative privilege. 5. Identify each Communication that You or Your Attorneys have had with any author, reporter, correspondent, columnist, writer, commentator, investigative journalist,

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 11 of 40 photojournalist, newspaper person, freelance reporter, stringer, or any other employee of any media organization or independent consultant to the same, including: a. the date of any such Communication; b. — the form of any such Communication, whether oral or written and if written, the format of any such Communication; c. the identities of all persons involved in such Communication, including the identity of the media organization with whom the agent is or was affiliated; d. the article title, date of publication, and means of publication of any article, report, or re-printing of any such Communication made by You or Your Attorneys; e. the amount of Income that You and/or Your Attorneys received in exchange for any such Communication; f. the dates on which You and/or Your Attorneys received any such Income for any such Communication. Response to Interrogatory No. 5 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects in that this request is overly broad and unduly burdensome. 10

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 12 of 40 6. Identify any “false statements” attributed to Ghislaine Maxwell which were “published globally, including within the Southern District of New York” as You contend in paragraph 9 of Count | of Your Complaint, including: a. the exact false statement; b. _ the date of its publication; c. the publishing entity and title of any publication containing the purportedly false statement; d. the URL or internet address for any internet version of such publication; and e. _ the nature of the publication, whether in print, internet, broadcast or some other form of media. Response to Interrogatory No. 6 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre further objects because the information requested above is in the possession of Defendant who has failed to comply with her production obligations in this matter. 1 State whether You believe that You have ever been defamed by anyone other than Ghislaine Maxwell. If so, as to each alleged act of Defamation, state a. the exact false statement; b. _ the date of its publication; 11

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 13 of 40 c. the publishing entity and title of any publication containing the purportedly false statement; d. the URL or internet address for any internet version of such publication; and e. the nature of the publication, whether in print, internet, broadcast or some other form of media. Response to Interrogatory No. 7 Ms. Giuffre objects to this request in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it seeks information protected by the attorney client and work product privileges. Ms. Giuffre objects to this interrogatory in that it is not limited in time or to the subject nature of this litigation. 8. Identify the individuals referenced in Your pleadings filed in the U.S. District Court for the Southern District of Florida, Jane Doe I and Jane Doe 2 v. United States of America, 08-cv-80736-KAM, as the “high-profile non-party individuals” to whom Mr. Jeffrey Epstein sexually trafficked You, “including numerous prominent American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders,” including as to each episode of alleged sexual trafficking: a. _ the date of any such sexual trafficking; b. _ the location of any such sexual trafficking; c. any witnesses to any such sexual trafficking; d. any Income You received in exchange for such sexual trafficking; and e. any Documents You have to support or corroborate Your claim of such sexual trafficking. 12

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 14 of 40 Response to Interrogatory No. 8 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Additionally, Ms. Giuffre objects to this interrogatory because naming some such individuals would jeopardize her physical safety based on credible threats to the same. Ms. Giuffre refers to the list of witnesses identified in her Revised Rule 26 Disclosures. 2. Identify any Employment You have had from 1996 until the present, including without limitation, the name of Your employer or the name of any Person who engaged You for such Employment, the address and telephone number for any such Employment, the beginning and ending dates of any such Employment, Your job title in such Employment, and Your Income from such Employment. Response to Interrogatory No. 9 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it is overly broad and unduly burdensome, and seeks information that is not relevant to this case. 10. Identify any Income from any source other than Your Employment that You have received from January 1, 1996 until the present, including the Person or entity providing such Income, the amount of the Income, the dates on which any such Income was received, and 13

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 15 of 40 the nature of the Income, whether a loan, investment proceeds, legal settlement, asset sale, gift, or other source. Response to Interrogatory No. 10 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overly broad and seeks confidential financial information. Ms. Giuffre objects to this interrogatory in that it seeks information covered by confidentiality provisions. Ms. Giuffre objects to this information in that any payment information for the sexual trafficking she endured at the hands of Jeffrey Epstein and Ghislaine Maxwell is in the possession, custody and control of the Defendant and Jeffrey Epstein. 11. — _Identify any facts upon which You base Your contention that You have suffered as aresult of the Alleged Defamation by Ghislaine Maxwell “past and future lost wages and past and future loss of earning capacity and actual earnings — precise amounts yet to be computed, but not less than $5,000,000.” Response to Interrogatory No. 11 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this interrogatory in that it prematurely seeks expert witness disclosures. Ms. Giuffre incorporates by reference herein her Revised Rule 26 disclosures, which includes her computation of damages. 12. Identify any Health Care Provider from whom You received any treatment for any physical, mental or emotional condition, that You suffered from subsequent to any Alleged Defamation by Ghislaine Maxwell, including: a. the Health Care Provider’s name, address, and telephone number; 14

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 16 of 40 b. _ the type of consultation, examination, or treatment provided; c. the dates You received consultation, examination, or treatment; d. whether such treatment was on an in-patient or out-patient basis; e. the medical expenses to date; f. | whether health insurance or some other person or organization or entity has paid for the medical expenses; and g. for each such Health Care Provider, please execute the medical and mental health records release attached hereto as Exhibit A. Response to Interrogatory No. 12 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overbroad and seeks confidential medical information of a sex abuse victim and is not limited in scope to the issues in this case. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. 13. _Identiffy any Health Care Provider from whom You received any treatment for any physical, mental or emotional condition, including addiction to alcohol, prescription or illegal drugs, that You suffered from prior to the Alleged Defamation by Ghislaine Maxwell, including: a. the Health Care Provider’s name, address, and telephone number; b. the type of consultation, examination, or treatment provided; c. the dates You received consultation, examination, or treatment; d. whether such treatment was on an in-patient or out-patient basis; e. the medical expenses to date; 15

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 17 of 40 f. | whether health insurance or some other person or organization or entity has paid for the medical expenses; and g. For each such Health Care Provider, please execute the medical and mental health records release attached hereto as Exhibit A. Response to Interrogatory No. 13 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overbroad and seeks confidential medical information of a sex abuse victim and is not limited in scope to the issues in this case. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it is not limited in scope to the medical information relating to the abuse she suffered from Defendant and Jeffrey Epstein. 14. — Identify any Person who You believe subjected You to, or with whom You engaged in, any illegal or inappropriate sexual contact, conduct or assault prior to June 1999, including the names of the individuals involved, the dates of any such illegal or inappropriate sexual contact, conduct or assault, whether Income was received by You or anyone else concerning such event, whether a police report was ever filed concerning such event and the outcome of any such case, as well as the address and location of any such event. Response to Interrogatory No. 14 Ms. Giuffre objects to this interrogatory in that it violates Local Rule 33.3. Ms. Giuffre objects to this request in that it is overbroad and seeks confidential medical information of a sex abuse victim. Ms. Giuffre objects to this request in that it seeks sexual assault information for a 16

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 18 of 40 period prior to the sexual abuse at issue in this matter for a period when she was a minor child from the time Ms. Giuffre was born until she was 15. Ms. Giuffre objects to this request in that it is sought solely to harass, and intimidate Ms. Giuffre who is a victim of sexual abuse by the defendant. REQUESTS FOR PRODUCTION 1. All Communications and Documents identified in Interrogatories 1-14, above. Response to Request No. 1 Ms. Giuffre objects to this request in that Defendant’s interrogatories violate Local Rule 33.3. Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney client, work product, joint defense, investigative, spousal and other applicable privileges. Ms. Giuffre objects to this request in that it is overly broad, incorporating the interrogatories that total 59 subparts. Ms. Giuffre objects to this request in that it seeks to invade the privacy rights of a sex abuse victims, and is meant for the improper purpose of harassing and intimidating this victim. Subject to the forgoing objections Ms. Giuffre produces herewith nonprivileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. Ms. Giuffre is withholding documents based on her objections. Ze All Documents reviewed or relied upon in answering Interrogatory Nos. 1-14 above. Response to Request No. 2 Ms. Giuffre objects to this request in that defendant’s interrogatories violate Local Rule 33.3. Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney client, work product, joint defense, investigative, spousal and other applicable 17

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 19 of 40 privileges. Ms. Giuffre objects to this request in that it is overly broad incorporating the interrogatories that total 59 subparts. Ms. Giuffre objects to this request in that it seeks to invade the privacy rights of a sex abuse victims and is meant for the improper purpose of harassing and intimidating this victim. Subject to the forgoing objections Ms. Giuffre has produced nonprivileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. Ms. Giuffre is withholding documents based on her objections. a: All Documents from any law enforcement agency, whether local, state or federal, whether in the United States or elsewhere, which concern or relate to You in any way. These Documents should include, without limitation, any witness statements, including statements made by You. Response to Request No. 3 Ms. Giuffre objects to this request in that it seeks information that is protected by the attorney client, work product, joint defense, investigative, spousal and other applicable privileges. Ms. Giuffre objects to this request in that it is not limited in time period. Subject to the forgoing objections, Ms. Giuffre has produced non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. Ms. Giuffre is withholding documents based on her objections. 4. All Documents reflecting any letter of engagement, any fee agreement, or any other type of writing reflecting an engagement of any attorney identified in response to Interrogatory No. 3. Response to Request No. 4 Ms. Giuffre objects to this request in that it seeks information that is protected by the 18

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 20 of 40 attorney client, work product, joint defense and other applicable privileges. Ms. Giuffre is withholding documents based on this objection. 3D All Documents relating to any Communications occurring from 1998 to the present with any of the following individuals or with their attorneys, agents or representatives: a. b. m. Jeffrey Epstein; Ghislaine Maxwell Any witness disclosed in Plaintiff’s Rule 26(a) disclosures; Any witness identified by You in response to Interrogatory No. 8 and No. 14; Sky Roberts; Lynn Roberts; Kimberley Roberts; Daniel LNU, half-brother of Plaintiff; Carol Roberts Kess; Philip Guderyon; Anthony Valladares; Anthony Figueroa; Ron Eppinger Response to Request No. 5 Ms. Giuffre objects to this request in that it is overly broad seeking documents relating to over 60 individuals. Ms. Giuffre objects because compliance with this request is unduly burdensome. Ms. Giuffre objects to this request in that documents responsive to this request are 19

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 21 of 40 within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre objects to this request in that it is sought solely to harass and intimidate Ms. Giuffre, and invade her privacy, by seeking her private communications with her various family members, including aunts, uncles and parents and siblings. Ms. Giuffre is producing herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 6. All photographs or video containing any image of You and the following individuals. To the extent You have such photographs and video in their original, native format, please produce them in that format (not a paper copy). a. Ghislaine Maxwell b. Alan Dershowitz c. Jeffrey Epstein d. Andrew Albert Christian Edward, the Duke of York (aka Prince Andrew) e. Ron Eppinger f. _—_— Bill Clinton g. Stephen Hawking h. Al Gore 20

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 22 of 40 i. Any of the individuals identified by You in response to Interrogatory No. 8 and No. 14. Response to Request No. 6 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre is producing herewith nonprivileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. Ms. Giuffre does not have “original, native format,” as requested so she is producing the paper copies she has in her possession, custody and control. The Defendant has documents responsive to this request that she should produce. dG All photographs and video of You in any of Jeffrey Epstein’s properties, including, but not limited to: his home in Palm Beach, Florida; his home in New York City, New York; his ranch in Santa Fe, New Mexico; and Little Saint James island in the U.S. Virgin Islands. To the extent You have such photographs and video in their original, native format, please produce them in that format (not a paper copy). Response to Request No. 7 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive 21

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 23 of 40 documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre is producing herewith nonprivileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. Ms. Giuffre does not have “original, native format,” as requested so she is producing the paper copies she has in her possession, custody and control. The Defendant has documents responsive to this request that she should produce. 8. All photographs or video of You in any of Ms. Maxwell’s properties, including her home in London, England and her home in New York City, New York. To the extent You have such photographs or video in their original, native format, please produce them in that format (not a paper copy). Response to Request No. 8 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents to Ms. Giuffre’s request seeking communications between the Defendant and Ms. Giuffre and between Jeffrey Epstein and Ms. Giuffre. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre is producing herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. Ms. Giuffre does not have “original, native format,” as requested so she is 22

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 24 of 40 producing the paper copies she has in her possession, custody and control. The Defendant has documents responsive to this request that she should produce. 9. Any Documents reflecting rental agreements or purchase agreements for the residential addresses identified by You in response to Interrogatory No. 1. Response to Request No. 9 Ms. Giuffre objects to this request in that it seeks confidential financial information that is irrelevant to this action. Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre objects to this request in that the information regarding rental agreements for the apartments that Defendant and Jeffrey Epstein rented for her are in the Defendant’s possession, control and custody. Ms. Giuffre objects to this request in that it is not limited to rental agreements relevant to this action, so it is overly broad and unduly burdensome. Ms. Giuffre produces is producing non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 10. All Documents relating to Your Employment and/or association with the Mar-a-Lago Club located in Palm Beach, Florida, including any application for Employment. Response to Request No. 10 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 23

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 25 of 40 11. Any Document reflecting any confidentiality agreement by and between, or concerning, You and the Mar-a-Lago Club. Response to Request No. 10 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre does not have any non-privileged documents responsive to this request 12. All Documents concerning any Employment by You from 1998 to the present or identified by You in response to Interrogatory No. 9, including any records of Your Employment at the Roadhouse Grill in Palm Beach, Florida. Response to Request No. 12 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 13. All Documents concerning any allegations of theft by You from the Roadhouse Grill in Palm Beach, Florida from 1999 — 2002. Response to Request No. 13 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it wrongfully characterizes a “theft by You”. Ms. Giuffre objects to this 24

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 26 of 40 request as it seeks documents of sealed juvenile records, and the only means of obtaining such records are either through court order or illegal means. Ms. Giuffre does not have any non-privileged documents responsive to this request. 14. A copy of Your federal, state or local tax returns for the years 1998 to the present, whether from the United States or any other country. Response to Request No. 14 Ms. Giuffre objects to this request in that it seeks confidential financial information that is irrelevant to this action. Ms. Giuffre objects to this request in that it seeks financial information from her when she was a minor child starting at age 14. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 15. All Documents concerning Your attendance at or enrollment in any school or educational program of whatever type, from 1998 to the present. Response to Request No. 15 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that her school records from when she was a minor child are an invasion of privacy, and sought only to 25

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 27 of 40 harass and embarrass her. Ms. Giuffre produces herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 16. Any diary, journal or calendar concerning Your activities between 1996 — 2002. Response to Request No. 16 Ms. Giuffre objects to this request to the extent it seeks proprietary and copyright protected materials. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it seeks highly personal and sensitive material from a time when she was being sexually trafficked. Ms. Giuffre does not have any non-privileged documents created during the time period responsive to this request. 17. All Documents relating to Your travel from the period of 1998 to the present, including, but not limited to a copy of Your passport that was valid for any part of that time period, any visa issued to You for travel, any visa application that You prepared or which was prepared on Your behalf, and travel itinerary, receipt, log, or Document (including any photograph) substantiating Your travel during that time period. Response to Request No. 17 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other 26

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 28 of 40 applicable privilege. Ms. Giuffre objects to this request in that it is overly broad and not limited to travel records relevant to the abuse she suffered. Ms. Giuffre objects to this request in that it seeks information that is wholly irrelevant to this lawsuit. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 18. All Documents showing any payments or remuneration of any kind made by Jeffrey Epstein or any of his agents or associates to You from 1999 until the present. Response to Request No. 18 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 19. Any Document reflecting a confidentiality agreement, settlement agreement, or any contractual agreement of any kind, between You and Jeffrey Epstein, or any attorneys for You and/or Mr. Epstein. Response to Request No. 19 Ms. Giuffre objects to this request in that the documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein with whom she 27

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 29 of 40 claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre is in possession of a document that contains a confidentiality provision. If Defendant obtains, and produces to Ms. Giuffre, a written waiver from her co-conspirator, Mr. Epstein, of the confidentiality provision, she will produce the document. 20. Any Document reflecting Your intent, plan or consideration of, asserting or threatening a claim or filing a lawsuit against another Person, any Document reflecting such a claim or lawsuit, including any complaint or draft complaint, or any demand for consideration with respect to any such claim or lawsuit against any Person. Response to Request No. 20 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative, spousal or any other applicable privilege. Ms. Giuffre objects because this request is overly broad and unduly burdensome in that it seeks wholly privileged communications from other cases the logging of which on a privilege log would be unduly burdensome. As such, Ms. Giuffre is providing categorical privilege entries relating to those matters. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 21. All Documents relating to Your driver’s license from 1998 — 2002. 28

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 30 of 40 Response to Request No. 21 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. At this point in time, Ms. Giuffre has not found any documents responsive to this request, but continues to search for responsive documents. 22. Acopy of Your marriage license(s) from 1999 to the present. Response to Request No. 22 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this production. 23. All documents concerning Your naturalization application to Australia from 1999 to the present. Response to Request No. 23 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other 29

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 31 of 40 applicable privilege. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 24. All Documents concerning Your Employment in Australia, including, but not limited to employment applications, pay stubs, Documents reflecting Your Income including any tax Documents. Response to Request No. 24 Ms. Giuffre objects to this request in that it seeks confidential financial information Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre objects to this request in that it seeks overly broad financial information not tailored to the sexual abuse and defamation issues in this case. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this request. 25. All Documents concerning any massage therapist license obtained by You, including any massage therapy license issued in the United States, Thailand and/or Australia. Response to Request No. 25 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. At this point in time, Ms. Giuffre has not found any non30

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 32 of 40 privileged documents responsive to this request, but continues to search for responsive documents. 26. All Documents concerning any prescription drugs taken by You, including the prescribing doctor, the dates of said prescription, and the dates of any fulfillment of any such prescription. Response to Request No. 26 Ms. Giuffre objects to this request in that it is not limited in date range in any way; therefore if she was on a prescription drug when she was 2 years old, she would have to produce that document. Ms. Giuffre also objects to this request in that it is not limited to prescription drugs she has taken as a result of the abuse she endured. Ms. Giuffre objects to this request to the extent it seeks confidential medical records that are not relevant to this action. Ms. Giuffre objects to this request in that it seeks confidential financial information Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre is limiting her production to prescription drugs that relate to the abuse she suffered and the defamation by Defendant. Ms. Giuffre is withholding responsive documents that are irrelevant to this lawsuit, but is producing documents relating to prescription drugs relating to her treatment for sexual abuse she suffered, and relating to conditions or symptoms arising after Defendant’s defamatory statement. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement this request. 27. All Documents, written or recorded, which reference by name, or other description, Ghislaine Maxwell. 31

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 33 of 40 Response to Request No. 27 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. Ms. Giuffre is withholding documents responsive to this request based on her objections. 28. All Documents reflecting notes of, or notes prepared for, any statements or interviews in which You referenced by name or other description, Ghislaine Maxwell. Response to Request No. 28 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. At this point in time, Ms. Giuffre has not found any non-privileged documents responsive to this request, but continues to search for responsive documents. 29. All Documents concerning any Communications by You or on Your behalf with any media outlet, including but not limited to the Daily Mail, Daily Express, the Mirror, National Enquirer, New York Daily News, Radar Online, and the New York Post, whether or not such communications were “on the record” or “off the record.” 32

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 34 of 40 Response to Request No. 29 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre produces herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. 30. All Documents concerning any Income received by You from any media outlet in exchange for Your statements (whether “on the record” or “off the record’’) regarding Jeffery Epstein, Alan M. Dershowitz, Prince Andrew, Bill Clinton or Ghislaine Maxwell or any of the individuals identified by You in response to Interrogatory Nos. 8 and 14. Response to Request No. 30 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Ms. Giuffre produces herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. 33

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 35 of 40 31. All Documents concerning any actual or potential book, television or movie deals concerning Your allegations about being a sex slave, including but not limited to a potential book by former New York Police Department detective John Connolly and writer James Patterson. Response to Request No. 31 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Ms. Giuffre produces herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. Ms. Giuffre is withholding documents responsive to this request. 32. All manuscripts and/or other writings, whether published or unpublished, created in whole or in part by or in consultation with You, concerning, relating or referring to Jeffrey Epstein, Ghislaine Maxwell or any of their agents or associates. Response to Request No. 32 Ms. Giuffre objects to this request to the extent is seeks documents protected by the attorney client, work product, joint defense, investigative or any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Ms. Giuffre produces herewith non-privileged documents bates labelled GIUFFRE000001 to 34

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 36 of 40 GIUFFRE003190 and will continue to supplement her production. Ms. Giuffre is withholding documents responsive to this request. 33. All Documents concerning or relating to Victims Refuse Silence, the organization referred to in the Complaint, including articles of incorporation, any financial records for the organization, any Income You have received from the organization, and any Documents reflecting Your role within the organization or any acts taken on behalf of the Organization. Response to Request No. 33 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent it seeks proprietary or copyright protected materials. Ms. Giuffre objects to this request in that it seeks confidential financial information. Ms. Giuffre produces herewith non-privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. 34. To the extent not produced in response to the above list of requested Documents, all notes, writings, photographs, and/or audio or video recordings made or recorded by You or of You at any time that refer or relate in any way to Ghislaine Maxwell. Response to Request No. 34 Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre 35

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 37 of 40 objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent is seeks proprietary and copyright protected material. Ms. Giuffre produces herewith non privileged documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. 35. All phone records, including text messages, emails, social media Communications, letters or any other form of Communication, from or to You or associated with You in any way from 1998 to the present, which concern, relate to, identify, mention or reflect Ghislaine Maxwell, Jeffrey Epstein, Alan Dershowitz, Prince Andrew, Bill Clinton, or any of the individuals identified in response to Interrogatory Nos. 8 and 14. Response to Request No. 35 Ms. Giuffre objects to this request to the extent it seeks documents from “anyone associated with you” as that is vague and ambiguous. Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request to the extent is seeks proprietary and copyright protected material. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will 36

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 38 of 40 continue to supplement her production. While Ms. Giuffre has produced her documents, Ms. Giuffre’s response does not include documents “from anyone associated with you” based on the above referenced objection. 36. All Documents relating to massages, including but not limited to any Documents reflecting the recruiting or hiring of masseuses, advertising for masseuses, flyers created for distribution at high schools or colleges, and records reflecting e-mails or calls to Persons relating to massages. Response to Request No. 36 Ms. Giuffre objects to this request in that it is not time limited in any way. Ms. Giuffre objects to this request in that documents responsive to this request are within the possession, custody and control of the defendant and Jeffrey Epstein for whom she claims a joint defense privilege and defendant has refused to produce responsive documents. Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. 37. Statements or records from any bank into which You deposited money received from Jeffrey Epstein, any Person identified in Interrogatory No. 8 or 14, any witness disclosed in Your Rule 26(a) disclosures, any media organization or any employee or affiliate of any media organization. 37

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 39 of 40 Response to Request No. 37 Ms. Giuffre objects in that it seeks information protected by the attorney-client privilege, the attorney work product privilege, joint defense/common interest privilege, the agency privilege, investigative privilege, spousal privilege, accountant client privilege, and any other applicable privilege. Ms. Giuffre objects to this request in that it seeks personal financial information. Ms. Giuffre objects to this request in that it is overly broad as it has no time limitation. Ms. Giuffre produces herewith documents bates labelled GIUFFRE000001 to GIUFFRE003190 and will continue to supplement her production. Dated: March 16, 2016 Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300 38

Case 1:15-cv-07433-RWS Document 71-3 Filed 03/23/16 Page 40 of 40 CERTIFICATE OF SERVICE I certify that on March 16, 2016, I electronically served Plaintiff Virginia Giuffre’s Responses and Objections to Defendant’s First Set of Discovery Requests on the following: Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com By: /s/ Sigrid McCawley Sigrid McCawley 39

Case _1:15-cv-07433-RWS Document 71-4 Filed 03/23/16 Page 1 of 2 EXHIBIT 4

Case 1:15-cv-07433-RWS Document 71-4 Filed 03/23/16 Page 2 of 2 AFFIDAVIT OF ROBERT W. CONLEY State of New York County of New York ROBERT W. CONLEY, Esq., being duly sworn, deposes and says: Ts I am the Director of Client Services for Rational Retention, LLC. (“Rational’’) Rational is a full service eDiscovery and litigation support firm. Di On or about February 15", 2016, Boies, Schiller & Flexner LLP retained Rational for eDiscovery services in the matter captioned Giuffre v. Maxwell, Case No.: 15-cv-07433-RWS. 2 Rational performed a conservative form of de-duplication while processing and loading data for review in this matter. 4. The de-duplication process excluded only identical documents, as identified by the metadata values and family relationships, from the review set in this matter. Dy Documents whose substantive text may be identical may not be identified as duplicates because their respective metadata or family relationship may differ. Robert W. C == Sworn to me this 22" day of March, 2016 WENDY A ESPINAL NOTARY PUBLIC STATE OF NEW YORK :

Case _1:15-cv-07433-RWS Document 71-5 Filed 03/23/16 Page 1 of 4 EXHIBIT 5

Case 1:15-cv-07433-RWS Document 71-5 Filed 03/23/16 Page 2 of 4 BODLES, SGHITELER & FLEXNER ELP Sigrid McCawley,Esq March 20, 2016 Via Electronic Mail Jeffrey S. Pagliuca, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10"" Avenue Denver, Colorado 80203 Re: Giuffre v. Maxwell, Case no. 15-cv-07433-RWS Dear Mr. Pagliuca: I write today in response to your letter sent on Friday, March 18, 2016, requesting a meet and confer conference. I was disappointed that even after Judge Sweet’s comments at the hearing on Thursday; you would disregard his sentiments and write a baseless letter threatening sanctions. Your words are defeated by the actions in this case which establish two things: (1) The plaintiff has timely and properly engaged in discovery; and (2) The defendant has created numerous intentional delays and has engaged in bad faith discovery by, for example, only producing two e-mails in response to 39 Requests for Production and by delaying for four months before serving Defendant’s Rule 26 disclosures. The false accusations in your “meet and confer” letter are unproductive and do not serve to advance any meaningful discussion on the issues that you raise. Moreover, your accusations and threats of sanctions are ironic given your persistent refusal to abide by basic discovery obligations and the provisions of the governing Local Rules. While we respond below to each of the specific points that you raise, the obvious purpose of your letter is an attempt to manufacture bases for use in your client’s ongoing effort to avoid being deposed in this case. Turning to the specific issues your raise, I shall address them in turn. First, you accuse us of bad faith with regard to our client’s Rule 26 disclosures. As you are no doubt aware, Defendant delayed for four months before producing her Rule 26 disclosures. Ms. Giuffre, on the other hand, has undertaken to provide comprehensive disclosures. It appears you attempt to take issue with the fact that Ms. Giuffre does not have contact information for some of the individuals listed on the Rule 26 disclosures. Ms. Giuffre listed contact information for anyone for whom she was able to confirm the information and that is her obligation under the Rule 26 standards. Notably Defendant’s Rule 26 disclosure also fails

Case 1:15-cv-07433-RWS Document 71-5 Filed 03/23/16 Page 3 of 4 BOLTES; SGHELLER &© FLEXNER ELP to list contact information for many of the individuals despite the fact that your client has admitted she has a joint defense relationship with her co-conspirator Jeffrey Epstein who clearly has all the contact information for the individuals listed. We have provided proper damage disclosures including damage calculations. We intend to retain expert witnesses relating to damages issues in this case as provided for in the Court’s scheduling order. I will not address your false characterization of the damage calculations. Ms. Giuffre’s damage disclosures are proper under Rule 26. See Naylor v. Rotech Healthcare, Inc., 679 F. Supp. 2d 505, 510 (D. Vt. 2009). Second, your allegations regarding Plaintiff's interrogatory responses reveal that you have not taken the time to read the provisions of Local Rule 33.3. Had you read this rule, you would be aware that Defendant’s interrogatories are premature and improper. I direct you to Shannon v. New York City Transit Auth., No. 00 CIV. 5079 (Sweet, J.), 2001 WL 286727, at *3 (S.D.N.Y. Mar. 22, 2001); accord Gary Friedrich Enterprises, LLC v. Marvel Enterprises, Inc., No. 08 CIV. 1533 BSJ JCF, 2011 WL 1642381, at *4 (S.D.N.Y. Apr. 26, 2011). Third, you lodge a hallow attack on Ms. Giuffre’s document production with the transparent agenda of trying to use your false claims to again delay the deposition of the Defendant. Ms. Giuffre has properly and timely engaged in discovery in this matter and unlike the Defendant who has only produced two documents in response to 39 requests for production of documents — if anyone is engaging in bad faith discovery conduct it is plainly the Defendant. Ms. Giuffre produced documents within the time frame allowed by the rules and is continuing to supplement her production as required. Ms. Giuffre is in the process of making a full and complete document production, consisting of thousands of pages, and any issues you have with the volume of this production are the sole result of Defendant’s expansive and overly broad requests. You also make a vague, and non-specific claim with regard to plaintiff's privilege log which does not provide adequate context for us to assess the issues you are attempting to raise for purposes of a meet and confer. As the Court stated on Thursday, you must provide us specific written notice of the issue you are raising prior to the meet and confer call on this issue. Fourth, you wrongfully accuse me of violating the rules of professional conduct with regard to statements made about Ms. Giuffre’s document production. Like the overall tone of your letter, this accusation is unprofessional and unbecoming. In response to Defendant’s overly broad discovery requests, Ms. Giuffre is in the process of completing the production of the responsive documents in her possession. As is Ms. Giuffre’s obligation under the discovery rules, she is producing the documents that are responsive to your very broad requests. For example, Defendant’s Request 27 seeks: “All documents, written or recorded, which reference by name or other description Ghislaine Maxwell.”

Case 1:15-cv-07433-RWS Document 71-5 Filed 03/23/16 Page 4 of 4 BOIES, SCHILLER & FLEXNER LLP Defendant cannot be heard to complain when your requests cover those documents. We ran a multitude of search terms to cover Defendant’s broad production requests and produced those documents from Ms. Giuffre’s electronically stored information. If pleadings contained responsive information, and they were stored in Ms. Giuffre’s electronic files, then we produced them as is our obligation. Unlike the Defendant who delayed discovery production for four months and then failed to produce anything except two e-mails, we have complied with the production rules. In closing, the intention behind your letter, and the allegations raised therein, are self-serving attempts to further delay the Defendant’s deposition. Per your request, we are available to meet and confer on Monday, March 21, 2016 anytime between 2:00 EST and 5:00 EST. Please let me know what time works best for you and we will reserve that time. Sincerely, Sigrid S. McCawley cc: Laura Menninger

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 1 of 19 EXHIBIT 6

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 2 of 19 BO 7 -E Ss. Se@ wis lea OE ket eer eo EOIN Ee Ra eae 401 EAST LAS OLAS BOULEVARD * SUITE 1200* FORT LAUDERDALE, FL 33301-2211! * PH. 954.356.0011 * FAX 954.356.0022 Sigrid S. McCawley, Esq. E-mail: smccawley@bsfllp.com February 19, 2016 Via Electronic Mail Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Re: Giuffre v. Maxwell, Case no. 15-cv-07433-RWS Dear Ms. Menninger: We are in receipt of your discovery requests sent via electronic mail on Friday, February 12, 2016 that are attached hereto as exhibit A. The interrogatories you served violate Local Rule 33.3 and we ask that you immediately withdraw those interrogatories. See Rule 33.3, Local Rules for the Southern District of New York; see also Shannon v. New York City Transit Auth., No. 00 CIV. 5079 (Sweet, J.), 2001 WL 286727, at *3 (S.D.N.Y. Mar. 22, 2001); accord Gary Friedrich Enterprises, LLC v. Marvel Enterprises, Inc., No. 08 CIV. 1533 BSJ JCF, 2011 WL 1642381, at *4 (S.D.N.Y. Apr. 26, 2011). Similarly, Requests for Production numbers 1, 2, 4, 6(i), 9, 12, 30, 35 and 37 also violate Local Rule 33.3 in that they rely on the offending interrogatory requests. We ask that you reissue your Request for Production such that they comply with the Local Rule. Finally, the interrogatories you served also violate Federal Rule of Civil Procedure 33 in that they contain in total fifty nine (59) requests including subparts. Kindly confirm you will be withdrawing the interrogatories and reissuing interrogatories that comply with Local Rule 33.3 so that we do not have to incur the expense of filing a motion with the Court. WWW.BSFLLP.COM

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 3 of 19 BOE S, = CHI LER & FRLEXN ER S ie & Letter to Laura A. Menninger, Esq. February 19, 2016 Page 2 We also have not received your Rule 26 disclosures despite the fact that the rules required you to serve them over four (4) months ago. Kindly provide us with your disclosures in accordance with Rule 26. Sincerely, Sigrid S. McCawley, Esq. SSM/ep Enclosure

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 4 of 19 EXHIBIT A

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 5 of 19 United States District Court Southern District Of New York se eee X Virginia L. Giuffre, Plaintiff, v. : 15-cv-07433-RWS Ghislaine Maxwell, : Defendant. eee X DEFENDANT?’S FIRST SET OF DISCOVERY REQUESTS TO PLAINTIFF Pursuant to Federal Rules of Civil Procedure 26, 33 and 34, defendant Ghislaine Maxwell propounds this First Set of Discovery Requests to Plaintiff Virginia Giuffre. Plaintiff shall respond in writing to the Interrogatories, and shall produce documents as requested, within thirty (30) days of service at the offices of Haddon, Morgan & Foreman, P.C., 150 E. 10° Avenue, Denver, Colorado. DEFINITIONS AND INSTRUCTIONS 1. “Any” means any and all. 2. “You,” “Your,” or “Plaintiff? means Plaintiff Virginia Roberts Giuffre, whether known at the relevant time as Virginia Roberts, Virginia Roberts Giuffre, or some other alias, and anyone acting on her behalf, as her agent, associate, employee or assignee. 3, “Your Attorneys” includes any attorney who You have engaged to represent You, whether for remuneration or pro bono, from 1999 until today, including without limitation, David Boies, Paul Cassells, Bradley Edwards, Spencer Kuvin, Sigrid McCawley, and Jack Scarolla.

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 6 of 19 4, “Document” is intended to be defined as broadly as permitted by Rule 34 and includes every writing or record of every type and description that is or has been in Your possession, custody or control, or of which You have knowledge, including but not limited to, emails, text messages, instant messages, videotapes, photographs, notes, letters, memoranda, forms, books, magazines, resumes, notebooks, ledgers, journals, diaries, calendars, appointment books, papers, agreements, contracts, invoices, analyses, transcripts, plaques, correspondence, telegrams, drafts, data processing or computer diskettes and CD disks, tapes of any nature and computer interpretations thereof, instructions, announcements, and sound recordings of any nature. “Document” also means all copies which are not identical to the original document as originally written, typed or otherwise prepared. The term “Document” shall also include all documents of any nature that have been archived or placed in permanent or temporary storage including electronic storage. DS: “Communication” means any transmission or exchange of information between two or more persons, orally or in writing or otherwise, and includes, but is not limited to, any correspondence, conversation or discussion, whether face-to-face, or by means of telephone, email, text message, electronic message via apps such as Facebook, What’s App, Snapchat, LinkedIN or similar, or other media or Documents. 6. “Alleged Defamation” means a false statement of fact or mixed statement of fact and opinion about You which was published to a third person and caused You damage or harm. With respect to “Alleged Defamation” which You contend was committed by Ghislaine Maxwell or at her direction or request, it refers to the statements either contained in, referenced by, or alluded to in Your Complaint, or any that could be included in any amended complaint in this action. 7. “Employment” includes without limitation, the provision of work and/or services, whether paid or unpaid, whether as an employee, intern, or independent contractor, whether hourly or for a salary, and whether full or part time. 8. “Health Care Provider” means a hospital, treatment center, doctor, nurse, psychiatrist, psychologist, counselor, therapist, social worker, or other medical or mental health care practitioner, and includes any Person or entity referred to as a “Health Care Professional” or “Health Care Institution” in Colorado Revised Statute § 13-64-202(3) and (4). 9. “Identify” means to specify as to a “Person,” the name, address, telephone number and any other identifying information possessed by You or Your Attorneys.

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 7 of 19 10. “Income” includes, without limitation, any revenue, payments, compensation, remuneration, financial benefit or support or any other financial consideration, or provision of any other thing of value. 11. “Person” means any natural person, individual, firm, partnership, association, joint venture, estate, trust, receiver, syndicate, enterprise or combination, corporation or other legal, business or government entity. [2 “Relate,” “relating,” “relates” means concerning, referring to, responding to, relating to, pertaining to, connected with, evidencing, commenting on, regarding, discussing, showing, describing, reflecting, analyzing or constituting. 13. Please restate each discovery request immediately before providing Your answer or objection thereto. 14. Regardless of the tense employed, all verbs should be read as applying to the past, present and future, as is necessary to make any paragraph more, rather than less, inclusive. i If, in answering these interrogatories, You encounter any ambiguity in construing them, explain what is ambiguous and how You construed the interrogatory in Your response. If, after exercising due diligence to obtain the information requested, You are unable to answer an interrogatory fully, please so state and answer to the extent possible, specifying the reason or reasons why You cannot answer fully and providing whatever information You do have about the unanswered portion. 16. With respect to any Documents withheld on the basis of a privilege, provide a log consistent with Local Rule 26.2. 17. Nothing in these interrogatories or requests for production should be construed as an admission by Ghislaine Maxwell. INTERROGATORIES 1. State: a. Your present residential address; b. Each residential address You have had since 1998, including any residential treatment facilities; c. the dates You lived at each address;

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 8 of 19 d. the other Persons who lived with You at each address and for what period of time they lived at such address. 2. Identify any email address, email account, cellphone number and cellphone provider, social media account and login or screen name, text or instant messaging account name and number, that You have used, applied for or been supplied between 1998 and the present. a Identify each attorney who has represented you from 1998 to the present, the dates of any such representation, and the nature of the representation. 4, Identify each Communication, including the transmission of any Document, that You or Your Attorneys have had with any local, state or federal law enforcement agent or agency, whether in the United States or any other country, whether in Your capacity as a purported victim, witness, or perpetrator of any criminal activity, and whether as a juvenile or as an adult, including without limitation: a. the date of any such Communication; b. the form of any such Communication, whether oral or written and if written, the format of any such Communication; c. the identities of all persons involved in the Communication, including the identity of the law enforcement agency with whom the agent is or was affiliated; d. the case number associated with any such Communication; e. the subject matter of any such Communication; f. the disposition of any case associated with any such Communication, irrespective of whether the matter was sealed, expunged or later dismissed. 5. Identify each Communication that You or Your Attorneys have had with any author, reporter, correspondent, columnist, writer, commentator, investigative journalist, photojournalist, newspaper person, freelance reporter, stringer, or any other employee of any media organization or independent consultant to the same, including: a. the date of any such Communication; b. the form of any such Communication, whether oral or written and if written, the format of any such Communication; c. the identities of all persons involved in such Communication, including the identity of the media organization with whom the agent is or was affiliated;

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 9 of 19 d. the article title, date of publication, and means of publication of any article, report, or re-printing of any such Communication made by You or Your Attorneys; e. the amount of Income that You and/or Your Attorneys received in exchange for any such Communication; f. the dates on which You and/or Your Attorneys received any such Income for any such Communication. 6. Identify any “false statements” attributed to Ghislaine Maxwell which were “published globally, including within the Southern District of New York” as You contend in paragraph 9 of Count | of Your Complaint, including: a. the exact false statement; b. the date of its publication; c. the publishing entity and title of any publication containing the purportedly false statement; d. the URL or internet address for any internet version of such publication; and e. the nature of the publication, whether in print, internet, broadcast or some other form of media. a State whether You believe that You have ever been defamed by anyone other than Ghislaine Maxwell. If so, as to each alleged act of Defamation, state a. the exact false statement; b. the date of its publication; c. the publishing entity and title of any publication containing the purportedly false statement; d. the URL or internet address for any internet version of such publication; and e. the nature of the publication, whether in print, internet, broadcast or some other form of media.

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 10 of 19 8. Identify the individuals referenced in Your pleadings filed in the U.S. District Court for the Southern District of Florida, Jane Doe I and Jane Doe 2 v. United States of America, 08-cv-80736-KAM, as the “high-profile non-party individuals” to whom Mr. Jeffrey Epstein sexually trafficked You, “including numerous prominent American politicians, powerful business executives, foreign presidents, a well-known Prime Minister, and other world leaders,” including as to each episode of alleged sexual trafficking: a. the date of any such sexual trafficking; b. the location of any such sexual trafficking; c. any witnesses to any such sexual trafficking; d. any Income You received in exchange for such sexual trafficking; and e. any Documents You have to support or corroborate Your claim of such sexual trafficking. o Identify any Employment You have had from 1996 until the present, including without limitation, the name of Your employer or the name of any Person who engaged You for such Employment, the address and telephone number for any such Employment, the beginning and ending dates of any such Employment, Your job title in such Employment, and Your Income from such Employment. LO; Identify any Income from any source other than Your Employment that You have received from January 1, 1996 until the present, including the Person or entity providing such Income, the amount of the Income, the dates on which any such Income was received, and the nature of the Income, whether a loan, investment proceeds, legal settlement, asset sale, gift, or other source. 11. — Identify any facts upon which You base Your contention that You have suffered as a result of the Alleged Defamation by Ghislaine Maxwell “past and future lost wages and past and future loss of earning capacity and actual earnings — precise amounts yet to be computed, but not less than $5,000,000.” 12. Identify any Health Care Provider from whom You received any treatment for any physical, mental or emotional condition, that You suffered from subsequent to any Alleged Defamation by Ghislaine Maxwell, including: a. the Health Care Provider’s name, address, and telephone number;

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 11 of 19 13. the type of consultation, examination, or treatment provided; the dates You received consultation, examination, or treatment; whether such treatment was on an in-patient or out-patient basis; the medical expenses to date; whether health insurance or some other person or organization or entity has paid for the medical expenses; and for each such Health Care Provider, please execute the medical and mental health records release attached hereto as Exhibit A. Identify any Health Care Provider from whom You received any treatment for any physical, mental or emotional condition, including addiction to alcohol, prescription or illegal drugs, that You suffered from prior to the Alleged Defamation by Ghislaine Maxwell, including: a. b. 14. the Health Care Provider’s name, address, and telephone number; the type of consultation, examination, or treatment provided; the dates You received consultation, examination, or treatment; whether such treatment was on an in-patient or out-patient basis; the medical expenses to date; whether health insurance or some other person or organization or entity has paid for the medical expenses; and For each such Health Care Provider, please execute the medical and mental health records release attached hereto as Exhibit A. Identify any Person who You believe subjected You to, or with whom You engaged in, any illegal or inappropriate sexual contact, conduct or assault prior to June 1999, including the names of the individuals involved, the dates of any such illegal or inappropriate sexual contact, conduct or assault, whether Income was received by You or anyone else concerning such event, whether a police report was ever filed concerning such event and the outcome of any such case, as well as the address and location of any such event.

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 12 of 19 REQUESTS FOR PRODUCTION 1. All Communications and Documents identified in Interrogatories 1-14, above. 2. All Documents reviewed or relied upon in answering Interrogatory Nos. 1-14 above. 3, All Documents from any law enforcement agency, whether local, state or federal, whether in the United States or elsewhere, which concern or relate to You in any way. These Documents should include, without limitation, any witness statements, including statements made by You. 4. All Documents reflecting any letter of engagement, any fee agreement, or any other type of writing reflecting an engagement of any attorney identified in response to Interrogatory No. 3. 3 All Documents relating to any Communications occurring from 1998 to the present with any of the following individuals or with their attorneys, agents or representatives: a. Jeffrey Epstein; b. Ghislaine Maxwell c. Any witness disclosed in Plaintiff's Rule 26(a) disclosures; d. Any witness identified by You in response to Interrogatory No. 8 and No. 14; e. Sky Roberts; f. Lynn Roberts; g. Kimberley Roberts; h. Daniel LNU, half-brother of Plaintiff; i. Carol Roberts Kess; j. Philip Guderyon; k. Anthony Valladares; 1. Anthony Figueroa;

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 13 of 19 m. Ron Eppinger. 6. All photographs or video containing any image of You and the following individuals. To the extent You have such photographs and video in their original, native format, please produce them in that format (not a paper copy). a. Ghislaine Maxwell b. Alan Dershowitz c. Jeffrey Epstein d. Andrew Albert Christian Edward, the Duke of York (aka Prince Andrew) e. Ron Eppinger f. Bull Clinton g. Stephen Hawking h. Al Gore i. Any of the individuals identified by You in response to Interrogatory No. 8 and No. 14. cs All photographs and video of You in any of Jeffrey Epstein’s properties, including, but not limited to: his home in Palm Beach, Florida; his home in New York City, New York; his ranch in Santa Fe, New Mexico; and Little Saint James island in the U.S. Virgin Islands. To the extent You have such photographs and video in their original, native format, please produce them in that format (not a paper copy). 8. All photographs or video of You in any of Ms. Maxwell’s properties, including her home in London, England and her home in New York City, New York. To the extent You have such photographs or video in their original, native format, please produce them in that format (not a paper copy). a Any Documents reflecting rental agreements or purchase agreements for the residential addresses identified by You in response to Interrogatory No. 1. 10. All Documents relating to Your Employment and/or association with the Mar-aLago Club located in Palm Beach, Florida, including any application for Employment.

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 14 of 19 11. | Any Document reflecting any confidentiality agreement by and between, or concerning, You and the Mar-a-Lago Club. 12. All Documents concerning any Employment by You from 1998 to the present or identified by You in response to Interrogatory No. 9, including any records of Your Employment at the Roadhouse Grill in Palm Beach, Florida. 13. All Documents concerning any allegations of theft by You from the Roadhouse Grill in Palm Beach, Florida from 1999 — 2002. 14. | Accopy of Your federal, state or local tax returns for the years 1998 to the present, whether from the United States or any other country. 5: All Documents concerning Your attendance at or enrollment in any school or educational program of whatever type, from 1998 to the present. 16. Any diary, journal or calendar concerning Your activities between 1996 — 2002. ee All Documents relating to Your travel from the period of 1998 to the present, including, but not limited to a copy of Your passport that was valid for any part of that time period, any visa issued to You for travel, any visa application that You prepared or which was prepared on Your behalf, and travel itinerary, receipt, log, or Document (including any photograph) substantiating Your travel during that time period. 18. All Documents showing any payments or remuneration of any kind made by Jeffrey Epstein or any of his agents or associates to You from 1999 until the present. 19. | Any Document reflecting a confidentiality agreement, settlement agreement, or any contractual agreement of any kind, between You and Jeffrey Epstein, or any attorneys for You and/or Mr. Epstein. 20. Any Document reflecting Your intent, plan or consideration of, asserting or threatening a claim or filing a lawsuit against another Person, any Document reflecting such a claim or lawsuit, including any complaint or draft complaint, or any demand for consideration with respect to any such claim or lawsuit against any Person. 21. All Documents relating to Your driver’s license from 1998 — 2002. 22. | Acopy of Your marriage license(s) from 1999 to the present. 10

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 15 of 19 22: All Documents concerning Your naturalization application to Australia from 1999 to the present. 24. All Documents concerning Your Employment in Australia, including, but not limited to employment applications, pay stubs, Documents reflecting Your Income including any tax Documents. 25. All Documents concerning any massage therapist license obtained by You, including any massage therapy license issued in the United States, Thailand and/or Australia. 26. All Documents concerning any prescription drugs taken by You, including the prescribing doctor, the dates of said prescription, and the dates of any fulfillment of any such prescription. 27. All Documents, written or recorded, which reference by name, or other description, Ghislaine Maxwell. 28. All Documents reflecting notes of, or notes prepared for, any statements or interviews in which You referenced by name or other description, Ghislaine Maxwell. 29. All Documents concerning any Communications by You or on Your behalf with any media outlet, including but not limited to the Daily Mail, Daily Express, the Mirror, National Enquirer, New York Daily News, Radar Online, and the New York Post, whether or not such communications were “on the record” or “off the record.” 30. All Documents concerning any Income received by You from any media outlet in exchange for Your statements (whether “on the record” or “off the record’’) regarding Jeffery Epstein, Alan M. Dershowitz, Prince Andrew, Bill Clinton or Ghislaine Maxwell or any of the individuals identified by You in response to Interrogatory Nos. 8 and 14. a1 All Documents concerning any actual or potential book, television or movie deals concerning Your allegations about being a sex slave, including but not limited to a potential book by former New York Police Department detective John Connolly and writer James Patterson. 32. All manuscripts and/or other writings, whether published or unpublished, created in whole or in part by or in consultation with You, concerning, relating or referring to Jeffrey Epstein, Ghislaine Maxwell or any of their agents or associates. ao. All Documents concerning or relating to Victims Refuse Silence, the organization referred to in the Complaint, including articles of incorporation, any financial records for the 11

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 16 of 19 organization, any Income You have received from the organization, and any Documents reflecting Your role within the organization or any acts taken on behalf of the Organization. 34. To the extent not produced in response to the above list of requested Documents, all notes, writings, photographs, and/or audio or video recordings made or recorded by You or of You at any time that refer or relate in any way to Ghislaine Maxwell. of: All phone records, including text messages, emails, social media Communications, letters or any other form of Communication, from or to You or associated with You in any way from 1998 to the present, which concern, relate to, identify, mention or reflect Ghislaine Maxwell, Jeffrey Epstein, Alan Dershowitz, Prince Andrew, Bill Clinton, or any of the individuals identified in response to Interrogatory Nos. 8 and 14. 36. All Documents relating to massages, including but not limited to any Documents reflecting the recruiting or hiring of masseuses, advertising for masseuses, flyers created for distribution at high schools or colleges, and records reflecting e-mails or calls to Persons relating to massages. ST. Statements or records from any bank into which You deposited money received from Jeffrey Epstein, any Person identified in Interrogatory No. 8 or 14, any witness disclosed in Your Rule 26(a) disclosures, any media organization or any employee or affiliate of any media organization. Dated: February 12, 2016 Respectfully submitted, s/ Laura A. Menninger Laura A. Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10 Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorneys for Ghislaine Maxwell 12

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 17 of 19 CERTIFICATE OF SERVICE I certify that on February 12, 2016, I electronically served Defendant Ghislaine Maxwell’s First Set of Discovery Requests to Plaintiff on the following: Sigrid S. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smccawley @bsfllp.com s/ Laura A. Menninger Laura A. Menninger 13

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 18 of 19 Authorization to Disclose Protected Health Information Name: Address: Date of Birth: Soc. Sec. # I hereby authorize the use and/or disclosure of my protected health information as described in this authorization. 1. Specific person/organization (or class of persons) authorized to provide the information: Z Specific person/organization (or class of persons) authorized to receive and use the information: Haddon, Morgan and Foreman, P.C. 150 East 10th Avenue, Denver, Colorado 80203 3: Specific description of the information: Complete medical record from inception of treatment to present, including, but not limited to, all of my office medical records, hospital medical records, patient information sheets, questionnaires, x-rays, other diagnostic studies and laboratory tests, emergency room records, out-patient records, consultation records, therapy records, and all other in-patient or out-patient hospital notes, charts, documents, all personal notes and all billing records. 4. Specific purpose for the use and/or disclosure of the protected health information: At my request in connection with litigation pending in the County District Court. a I understand this authorization will expire, without my express revocation, one year from the date of signing, or if Iam a minor, on the date I become an adult according to state law. I understand that I may revoke this authorization in writing at any time except to the extent that action has been taken based on this authorization. I understand that revocation will not apply to information that has already been released as specified by this authorization or to my insurance company when the law provides my insurer with the right to contest a claim under my policy or the policy itself. 6. I understand that the medical information released by this authorization may include information concerning treatment of physical and mental illness, alcohol/drug abuse and past medical history.

Case 1:15-cv-07433-RWS Document 71-6 Filed 03/23/16 Page 19 of 19 1 I understand that after this information is disclosed, federal law might not protect it and the recipient might disclose it. 8. I understand that I am entitled to receive a copy of this authorization. 9. I understand that I may refuse to sign this authorization and that my refusal to sign will not affect my ability to obtain treatment from the above-named medical provider. 10. Photocopies of this authorization are to be given the same effect as the original. Date

iq 0002/0002 04/05/2016 15:49 FAX SCHILLER & FLEXNER LLP * FAX 954.356.0022 BOIFE S. 401 EAST LAS OLAS BOULEVARD * SUITE 1200° FORT LAUDERDALE, FL 3330!-22il* PH. 954.356.0011 Sigrid S. McCawiey, Esq. Email: smcecawley@bsfllp.com ECEIVE April 5, 2016 APR 052016 Via Facsimile Transmission 212-805-7925 Honorable Robert W. Sweet US District Judge Daniel Patrick Moynihan United States Courthouse PS tte 500 Pearl Street PUSPDe s: “men SS New York, NY 10007-1312 | Doc U wine ih SECTRONC, mass. 4 “ot eee kg ; Re: Virginia Giuffre v. Maxwell Case No. 15-cv-07433-RWS DGC #Dari bo Dear Judge Sweet: Counsel for Ms. Giuffre inadvertently filed a confidential document as Exhibit 4 to Docket Entry 79. In order to rectify the error, counsel for Ms. Giuffre spoke with an employee with the ECF help desk who instructed us to inform the Court via letter that he placed a temporary seal on Exhibit 4 to Docket Entry 79, Declaration of Sigrid S. McCawley, pursuant to this Court’s Protective Order (Docket Entry 62). Thank you for your consideration and my apologies for the error. Sincerely, Sigrid S. McCawley 5, Liv Of L SSM/dk Cc: Laura A. Menninger, Esq. Jeffrey Pagliuca, Esq. U‘s- <) J Ab Ge WWW BSFLLP.COM

APR-15-2016 FRI 09:22 AM HADDON FOREMAN FAX NO, >» WU HADDON MORGAN FOREMAN 3038321015 P. 02 ECEIVE APR 152016 41 JUDGE SWEET CHAMBERS Haddon, Mergan and Foreman, ¢.c Laura A, Menninger 150 East 10th Avenue Denver, Colorado 80203 PH 303.831.7344 FX 303.832.2628 www.hmflaw.com Imenninger@hmfiaw,com April 15, 2016 Via Facsimile (212) 805-7925 Hon. Robert W. Sweet United States District Judge United States District Court Daniel Patrick Moynihan Courthouse Southern District af New York 500 Pear! Street, Room 1940 New York, New York 10007-1312 Re: Gtuffre v. Maxwell, 15-cv-07433-RWS Dear Judge Sweet: Plaintiff's counsel contends that Defendant’s Reply in Support of Motion to Compel Responses to Defendant’s First Set of Discovery Requests (Doc. #92) contains at page 9 information designated “Confidential” pursuant to this Court’s Protective Order (Doc. #62). While we disagree, and contend that Plaintiff has waived any Confidentiality by making representations to the Court in her publicly filed Response regarding her medical records and the contents thereof, we nevertheless are requesting that the Reply be placed under seal and that we substitute for public filmg a Reply which omits words from page 9 about which Plaintiff complains. Thank you for your consideration and we apologize to the Court for the inconvenience this disagreement has caused. ee ae SQL /s/ Laura A. Menninger Laura A. Menninger | te YI JZ Sincerely, HADDON, MORGAN AND FOREMAN, P.C.

FAX NO. 3038321015 APR-15-2016 FRI 09:23 AM HADDON FOREMAN . Hon. Robert W. Sweet April 15, 2016 Page 2 c/c: Sigrid S. McCawley Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301-2211 smecawley@bsfllp.com

| USDC SDNY DOCUMENT || ELECTRONICALLY | FRED UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK VIRGINIA L. GIUFFRE, Plaintiff, 15 Civ. 7433 (RWS) - against ORDER GHISLAINE MAXWELL, Defendant. Plaintiff’s motion to compel Defendant to Produce Documents Subject to Improper Objections, filed February 26, 2016, ECF No. 35, was granted in part and denied in part as set forth in open court on March 17, 2016. See ECF Nos. 66, 98. Defendant’s motion for a protective order regarding deposition of Defendant, filed March 22, 2016, ECF No. 63, was granted in part and denied in part as set forth in open court on March 24, 2016. Tr. 4:7 7:16, ECF No. 82. Defendant’s motion to compel Plaintiff to disclose pursuant to Federal Rule of Civil Procedure 26, filed March 22, 2016, ECF No. 64, was denied with leave granted to refile as set forth in open court on March 24, 2016. Tr. 3:19 4:6.

It is so ordered. New York, NY April 19 ' 2016 OBERT W. SWEET 7 U.S.D.d.

Bo We. S, 5 BiG ST we HN) Pe SS as = Se <a cali) =a °c oe = Lge a) = 40! EAST LAS OLAS BOULEVARD ® SUITE 1200* FORT LAUDERDALE, FL 33301-2211" PH. 954,356,001! * FAX 954.356.0022 Sigrid S. McCawley, Esq. Email: smcecawley(@bsfilp.com April 25, 2016 Via CM/ECF Honorable Judge Robert W. Sweet District Court Judge United States District Court 500 Pearl Street New York, NY 10007 Re: Giuffre v. Maxwell, Case no. 15-cv-07433-RWS — Regarding Protective Order Dear Judge Sweet: This is a letter motion to file Ms. Giuffre’s Non-Redacted Reply in Support of Motion for Forensic Examination (“Reply Brief”) and certain accompanying exhibits under seal pursuant to this Court’s March 18, 2016, Protective Order and the Southern District of New York Electronic Case Filing Rules & Instructions 6.2. The Protective Order states: Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. See Protective Order [DE 62] signed on March 17, 2016, at p. 4. Defendants have designated certain documents as Confidential Information and have designated Defendant’s entire deposition testimony as confidential. Ms. Giuffre takes no position at this time on whether Detfendant’s designations are proper. Because of the Protective Order, however, Ms. Giuffre believes that she cannot presently produce or reference such documents in public court filings. Accordingly, as Ms. Giuffre’s Reply Brief contains material that Defendant has designated as confidential, she seeks leave to file the Non-Redacted Reply Brief and certain related exhibits under seal. Respectfully submitted, cc: Laura Menninger via CM/ECF WWW.BSFLLP.COM

Case 1:15-cv-07433-RWS Document 122 Filed 04/25/16 Page 1 of 4 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS Ghislaine Maxwell, Defendant. REDACTED DECLARATION OF SIGRID S. McCAWLEY IN SUPPORT OF PLAINTIFF VIRGINIA GIUFFRE’S REPLY IN SUPPORT OF MOTION FOR FORENSIC EXAMINATION I, Sigrid S. McCawley, declare that the below is true and correct to the best of my knowledge as follows: 1. I am a partner with the law firm of Boies, Schiller & Flexner LLP and duly licensed to practice in Florida and before this Court pursuant to this Court’s September 29, 2015 Order granting my Application to Appear Pro Hac Vice. 2. I respectfully submit this Declaration in support of Plaintiff Virginia Giuffre’s Reply In Support of Motion For Forensic Examination. a Attached hereto as Exhibit 1, is a true and correct copy of Letter dated April 11, 2016 from Laura Menninger, Counsel for Defendant. 4, Attached hereto as Exhibit 2, is a true and correct copy of Message Pads messages.

Case 1:15-cv-07433-RWS Document 122 Filed 04/25/16 Page 2 of 4 5: Attached hereto as Exhibit 3, is a true and correct copy of Defendant Ghislaine Maxwell’s Responses and Objections to Plaintiffs First Request For Production of Documents. 6. Attached hereto as Exhibit 4, is a true and correct copy of a Te Attached hereto as Exhibit 5, is a true and correct copy of correspondence dated April 7, 1026 from Sigrid McCawley, Counsel for Plaintiff. 8. Attached hereto as Exhibit 6, is a true and correct copy of correspondence dated March 10, 2016 from Sigrid McCawley, Counsel for Plaintiff. 2. Attached hereto as Exhibit 7, is a true and correct copy of an excerpt from the Deposition of Ghislaine Maxwell taken April 22, 2016. 10. Attached hereto as Exhibit 8, is a true and correct copy of an excerpt from the Deposition of Ghislaine Maxwell taken April 22, 2016. I declare under penalty of perjury that the foregoing is true and correct. /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Case 1:15-cv-07433-RWS Document 122 Filed 04/25/16 Page 3 of 4 Dated: April 25, 2016. Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP By: /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Boies, Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies, Schiller & Flexner LLP 333 Main Street Armonk, NY 10504 Ellen Brockman Boies, Schiller & Flexner LLP 575 Lexington Ave New York, New York 10022 (212) 446-2300

Case 1:15-cv-07433-RWS Document 122 Filed 04/25/16 Page 4 of 4 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on April 25, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. Jeffrey Paliuca, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley, Esq.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 1 of 18 EXHIBIT 3

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 2 of 18 United States District Court Southern District Of New York nae Is eee! x Virginia L. Giuffre, Plaintiff, Vv. 15-cv-07433-RWS Ghislaine Maxwell, Defendant. Remnant SDE cen See nL eS naam eee Oe Sere: x DEFENDANT GHISLAINE MAXWELL’S RESPONSES AND OBJECTIONS TO PLAINTIFE’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS Defendant, Ghislaine Maxwell, by and through her undersigned counsel, hereby responds to Plaintiff's First Request for Production of Documents (the “Requests”’). PRELIMINARY STATEMENT AND GENERAL OBJECTIONS I, This response is made to the best of Ms. Maxwell’s present knowledge, information and belief. Ms. Maxwell, through her attorneys of record, have not completed the investigation of the facts relating to this case, have not completed discovery in this action, and have not completed preparation for trial. Ms. Maxwell’s responses to Plaintiff’s requests are based on information currently known to her and are given without waiving Ms. Maxwell’s right to use evidence of any subsequently discovered or identified facts, documents or communications. Ms. Maxwell reserves the right to supplement this Response in accordance with Fed. R. Civ. P. 26(e). 2; Ms. Maxwell objects to the Requests to the extent they attempt to impose any requirement or discovery obligation greater than or different from those under the Federal Rules of Civil Procedure, the local rules of this Court or any Orders of the Court. 2 Ms. Maxwell objects to the Requests to the extent they seek documents or information protected by the attorney/client privilege, the work-product doctrine, Rule 408 of the Federal Rules of Evidence, any common interest privilege, joint defense agreement or any other applicable privilege.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 3 of 18 4, Ms. Maxwell objects to the Requests to the extent they seek documents or information outside of Ms. Maxwell’s possession, custody or control. a. Ms. Maxwell objects to the Requests to the extent they seek information which is not relevant to the subject matter of the litigation and/or is not reasonably calculated to lead to the discovery of admissible evidence. 6. Ms. Maxwell objects to the Requests to the extent they are overly broad, unduly burdensome and/or propounded for the improper purpose of annoying, embarrassing, or harassing Ms. Maxwell. a Ms. Maxwell objects to the Requests to the extent they are vague and ambiguous, or imprecise. 8. Ms. Maxwell objects to the Requests to the extent they seek information that is confidential and implicates Ms. Maxwell’s privacy interests. a, Ms. Maxwell incorporates by reference every general objection set forth above into each specific response set forth below. A specific response may repeat a general objection for emphasis or for some other reason. The failure to include any general objection in any specific response does not waive any general objection to that request. 10. The Requests seek information that is confidential and implicates Ms. Maxwell’s privacy interests. To the extent such information is relevant and discoverable in this action, Ms. Maxwell will produce such materials subject to an appropriate protective order pursuant to Fed. R. Civ. P. 26(c) limiting their dissemination to the attorneys and their employees. OBJECTIONS TO DEFINITIONS ll. Ms. Maxwell objects to Definition No. 1 regarding “Agent” to the extent that it purports to extend the meaning beyond those permissible by law. 12. Ms. Maxwell objects to Definition No. 3 regarding “Detendant.” The Definition is overly broad and unduly burdensome to the extent it attempts to extend the scope of the Requests to documents in the possession, custody or control of individuals other than Ms. Maxwell or her counsel. 13. Ms. Maxwell objects to Definition No. 5 regarding “Employee.” Ms. Maxwell is an individual, sued in an individual capacity, and therefore there is no “past or present officer, director, agent or servant” of hers. Additionally, “attorneys” and “paralegals” are not “employees” of Ms. Maxwell given that she herself is not an attorney and therefore cannot “employ” attorneys. 14. Ms. Maxwell objects to Definition No. 9 regarding “You” or “Your.” The Definition is overly broad and unduly burdensome to the extent it attempts to extend the scope of

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 4 of 18 the Requests to documents in the possession, custody or control of individuals other than Ms. Maxwell or her counsel. OBJECTIONS TO INSTRUCTIONS 15. Ms. Maxwell objects to Instruction No. 1, in particular the definition of the “Relevant Period” to include July 1999 to the present, on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably caiculated to lead to the discovery of admissible evidence. The Complaint at paragraph 9 purports to describe events pertaining to Plaintiff and Defendant occurring in the years 1999 —2002, The Complaint also references staternents attributed to Ms. Maxwell occurring in January 2015. Defining the “Relevant Period” as “July 1999 to the present” is vastly overbroad, irrelevant and not reasonably calculated to lead to the discovery of admissible evidence, and as to certain of the Requests, is intended for the improper purpose of annoying or harassing Ms. Maxwell and it implicates her privacy rights. Thus, Ms. Maxwell interprets the Relevant Period to be limited to 1999-2002 and December 30, 2014 - January 31, 2015 and objects to production of any documents outside that period, except as specifically noted. 16. Ms. Maxwell objects to Instruction No. 3 on the grounds that it is unduly burdensome and is intended for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell cannot possibly recall the specific disposition of documents, particularly electronic documents, dating back over 16 years. However, Ms. Maxwell, prior to this litigation has long had a practice of deleting emails after they have been read. 17, Ms. Maxwell objects to Instruction Nos. 5, 8, 9, 12, 17 to the extent they seek to impose obligations to supply explanations for the presence or absence of such documents, to specifically identify persons or documents, to provide information concerning who prepared documents, the location of any copies of such documents, the identities and contact information for persons who have custody or control of such documents, the reasons for inability to produce portions of documents, and the “natural person in whose possession they were found,” beyond the requirements of Rule 34. These Instructions improperly seek to propound Interrogatories pursuant to Rule 33, 18. Ms. Maxwell objects to Instruction No. 13 on the grounds that it is unduly burdensome and is intended for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell cannot possibly recall the specific circumstances upon which a document dating back 16 years has ceased to exist. 19. Ms. Maxwell objects to Instruction No. 15 to the extent that it calls for documents or information protected by the attorney/client privilege, the work-product doctrine, or any other applicable privilege. 20. Ms. Maxwell objects to Instructions Nos. 18 & 19 to the extent they require information on any privilege log above and beyond the requirements of Local Civil Rule 26.2.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 5 of 18 SPECIFIC OBJECTIONS AND RESPONSES TO PLAINTIFF’S FIRST REQUESTS FOR PODUCTION OF DOCUMENTS Document Request No. 1: All documents relating to communications with Jeffery Epstein from 1999 — Present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad and unduly burdensome and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, the common interest privilege or any other applicable privilege. Subject to and without waiving the above objections, Ms. Maxwell is withholding documents outside of the Relevant Periods described in paragraph 15, supra, and is withholding production of documents that are privileged pursuant to a common interest agreement. Document Request No. 2: All documents relating to communications with Virginia Roberts Giuffre from 1999 — present. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 3: All documents relating to communications with Andrew Albert Christian Edward, Duke of York (a.k.a. Prince Andrew) from 1999 — Present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad and calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it seeks documents or information protected by the attorney/client privilege, the work-product doctrine, or any other applicable privilege. Ms. Maxwell also objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell will produce nonprivileged documents responsive to this Request limited to the Relevant Periods described in paragraph 15, supra, and with private phone numbers and related information redacted. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 4: All documents relating to communications between you and Jeffrey Epstein regarding any female under the age of 18 from the period of 1999 — present. RESPONSE: Ms. Maxwell has been unable to locate any such documents.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 6 of 18 Document Request No. 5: All documents relating to massages, including but not limited to any documents reflecting recruiting or hiring masseuses, advertising for masseuses, flyers created for distribution at high schools or colleges, and records reflecting e-mails or calls to individuals relating to massages. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 6: All documents relating to communications with any of the following individuals from 1999 — present: Emmy Taylor, Sarah Kellen, Eva Dubin, Gien Dubin, Jean Luc Brunel, and Nadia Marcinkova. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell is withholding production of documents relating to communications with Nadia Marcinkova, Sarah Kellen and Eva Dubin that are outside of the Relevant Periods described in paragraph 15, supra. Ms. Maxwell has been unable to locate any such documents relating to Ms. Marcinkova, Ms. Kellen or Ms. Dubin within the Relevant Periods. Ms. Maxwell also has been unable to locate any such documents responsive to this Request relating to Glen Dubin, Jean Luc Brunel or Emmy Taylor for any time period. Document Request No. 7: All video tapes, audio tapes, photographs or any other print or electronic media relating to females under the age of 18 from the period of 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms, Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request which relate or pertain to Plaintiff or any of the witnesses identified by Plaintiff in her Rule 26 disclosures. Ms. Maxwell is withholding production of other documents responsive to this Request, including things like mainstream newspapers, magazines, videos, DVDs or other media or family photographs which contain depictions of female children, including Ms. Maxwell herself as a child.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 7 of 18 Document Request No. 8: All documents relating to your travel from the period of 1999 — present, including but not limited to, any travel on Jeffrey Epstein’s planes, commercial flights, helicopters, passport records, records indicating passengers traveling with you, hotel records, and credit card receipts. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell also objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell is withholding production of documents outside of the Relevant Periods described in paragraph 15, supra and is withholding documents within the Relevant Period that are private and are not reasonably calculated to lead to the discovery of admissible evidence. Document Request No. 9: All documents identifying passengers, manifests, or flight plans for any helicopter or plane ever owned or controlled by you or Jeffrey Epstein or any associated entity from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell is withholding production of documents outside of the Relevant Periods described in paragraph 15, supra, and is withholding documents within the Relevant Period that are private and are not reasonably calculated to lead to the discovery of admissible evidence. The documents reflecting flight plans in Ms. Maxwell’s possession do not identify passengers or manifests. Document Request No. 10: All documents relating to payments made from Jeffrey Epstein or any related entity to you from 1999 — present, including payments for work performed, gifts, real estate purchases, living expenses, and payments to your charitable endeavors including the TerraMar Project. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 8 of 18 Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 11: All documents relating to or describing any work you performed with Jeffrey Epstein, or any affiliated entity from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request in that the terms “work,” “with” and “affiliated entity” are vague, undefined and susceptible of multiple meanings and definitions. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 12: All confidentiality agreements between you and Jeffrey Epstein or any entity to which he is related or invoived or such agreements which are or were in your possession or control related to any other employee of Jeffrey Epstein, or any associated entity. RESPONSE: Ms. Maxwell objects to this Request in that the terms “confidentiality agreements” and “associated entity” are vague, undefined and susceptible of multiple meanings and definitions. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 13: All documents from you, your attorneys or agents to any law enforcement entity, or from any law enforcement entity to you or any of your representatives related to any cooperation, potential charge, immunity or deferred prosecution, or which relates to suspected or known criminal activity.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 9 of 18 RESPONSE: Ms. Maxwell objects to this Request as vague and confusing. Ms. Maxwell objects to this Request to the extent it requests documents subject to either the attorneyclient or work product privileges. Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 14: All documents relating to travel of any female under the age of 18 from the period of 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 1§: All video tapes, audio tapes, photographs or any other print or electronic media taken at a time when you were in Jeffrey Epstein’s company or inside any of his residences or aircraft. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request that are within the Relevant Periods described in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 10 of 18 Document Request No. 16: All computers, hard drives or copies thereof for all computers in operation between 1999- 2002. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of copies of computers or hard drives that contain documents, media and other data that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms, Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any computers, hard-drives or copies of any computers responsive to this Request. Document Request No. 17: All documents relating to communications with you and Ross Gow from 2005 — Present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell also objects to this request to the extent it seeks documents or information protected by the attorney/client privilege, the common interest privilege, the work-product doctrine, or any other applicable privilege. Subject to and without waiving the above objections, Ms. Maxwell is withholding documents responsive to this Request that are outside of the Relevant Periods defined in paragraph 15, supra as well as the period of January 1, 2011 to December 31, 2011, and also withholding documents within the Relevant Periods that are privileged. Ms. Maxwell has been unable to locate any non-privileged documents that are within such Relevant Periods. Document Request No, 18: All video tapes, audio tapes, photographs or any other print or electronic media relating to Virginia Roberts Giuffre. RESPONSE: Ms. Maxwell objects to this Request to the extent it calls for attorneyclient communications and attorney work product. Ms. Maxwell also objects to this Request to the extent it calls for video tapes, audio tapes, photographs or any other print or electronic media relating to Virginia Roberts Giuffre that exists within the public domain, the internet or in public court records and which are equally available to both parties and can be obtained from some other source that is more convenient, less burdensome, and less expensive. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request.

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 11 of 18 Document Request No. 19: All documents relating to your deposition scheduled in the matter of Jane Doe v. Epstein, 08-80893, United States Southern District of Florida. RESPONSE: Ms. Maxwell objects to this request on the grounds that it seeks documents or information protected by the attorney/client privilege, any common interest privilege, and the work-product doctrine, Subject to and without waiving the above objections, Ms. Maxwell is withholding privileged documents Responsive to this Request. Document Request No. 20: All documents relating to any credit cards that were paid for by Jeffrey Epstein or any related entity from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request on the grounds that it calls for the production of copies of computers or hard drives that contain documents, media and other data that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 21: All telephone records associated with you, including cell phone records from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Ms. Maxwell, and seeks documents outside of Ms. Maxwell’s possession, custody or control. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501, Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. 10

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 12 of 18 Document Request No. 22: All documents relating to calendars, schedules or appointments for you from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Ms. Maxwell, and seeks documents outside of Ms. Maxwell’s possession, custody or control. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No, 23: Al! documents relating to calendars, schedules or appointments for Jeffrey Epstein from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome, propounded for the improper purpose of annoying or harassing Ms. Maxwell, and seeks documents outside of Ms. Maxwell’s possession, custody or control. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501, Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 24: All documents relating to contact lists, phone lists or address books for you or Jeffrey Epstein from 1999 — present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxweil. Ms. Maxwell further objects to this Request to the extent that it calls for the preduction of documents that are irrelevant to this action and not reasonably calculated to lead to 1]

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 13 of 18 the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid. 501. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request within the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. Document Request No. 25: All documents relating to any hospital records for Virginia Roberts Giuffre. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 26: All documents relating to any passport or license for Virginia Roberts Giuffre. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 27: All documents relating to any gifts or monetary payments provided to Virginia Roberts Giuffre by you, Jeffrey Epstein or any related entity. RESPONSE: Ms. Maxwell has been unable to locate any such documents. Document Request No. 28: All documents relating to Virginia Robert’s employment or work as an independent contractor with you, Jeffrey Epstein or any related entity. RESPONSE: Ms, Maxwell has been unable to locate any such documents. Document Request No, 29: All documents identifying individuals to whom Virginia Roberts provided a massage. RESPONSE: Ms. Maxwell has been unable to locate any such documents. 12

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 14 of 18 Document Request No. 30: All documents relating to any employee lists or records associated with you, Jeffrey Epstein or any related entity. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell has been “associated with” any number of entities over the last 17 years which have nothing to do with this civil case, Ms. Roberts or Mr. Epstein. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request insofar as it secks employee lists for any entity related to Mr. Epstein, Ms. Roberts or any entity related to either one of them. Document Request No. 31; All documents relating to Victoria Secret, models or actresses, who were ever in the presence of you or Jeffrey Epstein or Virginia Roberts between 1999 and 2005. RESPONSE: Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 32: All documents related to communications with or interaction with Alan Dershowitz from 1999 to present. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request as being interposed for an improper purpose, specifically Plaintiff and her counsel’s civil litigation currently pending in Broward County, Florida in the matter of Cassells v. Dershowitz. Subject to and without waiving the above objections, Ms. Maxwell will produce nonprivileged documents responsive to this Request during the Relevant Periods defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods. 13

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 15 of 18 Document Request No. 33: All travel records between 1999 and the present reflecting your presence in: (a) Palm Beach Florida or immediately surrounding areas; (b) 9 E. 71 Street, New York, NY 10021; (c) New Mexico; (d) U.S. Virgin Islands; (e) any jet or aircraft owned or controlled by Jeffrey Epstein. RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. This request is also duplicative and cumulative of Requests Nos. 8 and [4 above. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence, Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request for the Relevant Periods as defined in paragraph 15, supra. Ms, Maxwell is withholding production of documents outside of such Relevant Period. Document Request No. 34: All documents reflecting your ownership or control of property in London between the years 1999 and 2002. RESPONSE: Ms. Maxwell objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request on the grounds that it calls for documents that are a matter of the public record and are thus equally available to the Plaintiff. Subject to and without waiving the above objections, Ms. Maxwell is withholding documents Responsive to this Request that are a matter of public record. Document Request No. 35: Al! documents reflecting your or Jeffrey Epstein’s membership or visits to the Mar-a-Lago Club in Palm Beach Florida between the years 1999 and 2002. RESPONSE: Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 36: All documents you rely upon to establish that (a) Giuffre’s sworn allegations “against Ghislaine Maxwell are untrue.” (b) the allegations have been “shown to be untrue.”; and (c) Giuffre’s “claims are obvious lies.” RESPONSE: Ms. Maxwell objects to the Request as argumentative and misquotes and misconstrues sentence fragments attributed to Ms. Maxwell. Ms. Maxwell further objects to this 14

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 16 of 18 Request to the extent it calls for attorney-client communications, attorney work product and other applicable privileges. Ms, Maxwell also objects to this Request to the extent it calls for documents relating to Virginia Roberts Giuffre that exist within the public domain, the internet or in public court records and which are equally available to both parties and can be obtained from some other sources that are more convenient, less burdensome, and less expensive. Indeed, many documents which demonstrate the falsity of Ms. Giuffre’s allegations concerning Ms, Maxwell are within the possession and control of Plaintiff. Subject to and without waiving the above objections, Ms. Maxwell is producing nonprivileged documents responsive to this Request. Document Request No. 37: All documents reflecting communications you have had with Bill or Hillary Clinton (or persons acting on their behalf), including all communications regarding your attendance at Chelsea Clinton’s wedding ceremony in 2010, RESPONSE: Ms. Maxwell objects to this Request on the grounds that it is overly broad, unduly burdensome and/or propounded for the improper purpose of annoying or harassing Ms. Maxwell. Ms. Maxwell further objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the above objections, Ms. Maxwell has been unable to locate any documents responsive to this Request for the Relevant Periods as defined in paragraph 15, supra. Ms. Maxwell is withholding production of documents outside of such Relevant Periods, Document Request No. 38: All documents reflecting contact with you by any law enforcement or police agency, including any contact by the FBI, Palm Beach Police Department, or West Palm Beach Police Department. RESPONSE: Ms. Maxwell has been unable to locate any documents responsive to this Request. Document Request No. 39: All documents reflecting training to fly a helicopter or experience flying a helicopter, including any records concerning your operation of a helicopter in the U.S. Virgin Islands. RESPONSE: Ms. Maxwell objects to this Request to the extent that it calls for the production of documents that are irrelevant to this action and not reasonably calculated to lead to the discovery of admissible evidence. Ms. Maxwell further objects to this Request to the extent 15

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 17 of 18 it implicates her right to privacy. Gateway Logistics, Inc. v. Smay, 302 P.3d 235 (Colo. 2013); Fed. R. Evid, 501. Ms. Maxwell is withholding documents responsive to this Request as irrelevant and not reasonably calculated to lead to the discovery of admissible evidence and privacy. Dated: February 8, 2016 Respectfully submitted, s/ Laura A. Menninger Laura A, Menninger (LM-1374) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10™ Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger@hmflaw.com Attorneys for Ghislaine Maxwell 16

Case 1:15-cv-07433-LAP Document 122-3 Filed 04/25/16 Page 18 of 18 CERTIFICATE OF SERVICE I certify that on February 8, 2016, I served the attached document DEFENDANT GHISLAINE MAXWELL’S RESPONSES AND OBJECTIONS TO PLAINTIFF’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS via email to the following counsel of record: Sigrid 8. McCawley BOIES, SCHILLER & FLEXNER, LLP 401 East Las Olas Boulevard, Ste. 1200 Ft. Lauderdale, FL 33301 smecawley@bsfllp.com s/Alan Schindler Alan Schindler i

Case 1:15-cv-07433-LAP Document 122-5 Filed 04/25/16 Page 1 of 3 EXHIBIT 5

Case 1:15-cv-07433-LAP Document 122-5 Filed 04/25/16 Page 2 of 3 BOIES, SR oS fll] PY Bag Higa Sp So SY Fae NR) > 0G ed a a 9 GLAS GOULEVARD = SUITE f2OG) FORT 1. : B33C)-z22ll* PH. BS4. S56 «FAA Sigrid §. McCawley, Esq. E-mail: smecawley@bsfllp.com April 7. 2016 Via E-MAIL Laura A. Menninger, Esq. Jeffrey Pagliuca, Esq. HaApDDON, MORGAN AND FOREMAN, P.C. 150 East 10 Avenue Denver, Colorado 80203 Re: Giufffre v. Maxwell Case No. 15-ev-07433-RWS Dear Ms. Menninger and Mr. Pagliuca, We would like to schedule a meet and confer call regarding the following topics. I estimate that the meet and confer will take 45 minutes. I am available today at 1:30 pm — 3:00 pm (EST) or 3:30 pm — 5:30 pm (EST) and tomorrow from 10:00 am — 4:00 pm (EST). The following are the topics I would like to discuss. 1. The Court, at the hearing on March 17, 2016, granted Ms. Giuttre’s Motion to Compel the production of documents from Defendant. To date, we have not received any additional document production from Defendant. As you are aware, Ms. Giuffre first served her Requests for Production on October 27, 2015. We wrote to you on March 28, 2016 requesting that you produce documents in accordance with the Court’s Order by April 6, 2016 which gave you twenty (20) days from the date of the Court’s ruling at the hearing to produce documents. We would like to have a call today or tomorrow to meet and confer on Defendant’s document production. 2, You have noticed Ms. Giuffre for deposition on May 3, 2016. We would also like to discuss Defendant’s identification and production of all documents to be used in Ms. Giuffre’s deposition. As you are aware, Ms. Giuffre provided such materials in advance of Defendant’s deposition. 3. Finally, we would like to discuss Defendant’s discovery collection procedures, including, electronically stored information collection procedures and search terms that Defendant is using to collect production documents. WWW.8SF LLP.COM

Case 1:15-cv-07433-LAP Document 122-5 Filed 04/25/16 Page 3 of 3 BO FS. SCHI R & FLEXN R LP Letter to Laura Menninger, Esq. April 7, 2016 Page 2 Sincerely, Sor Bas Sigrid 8S. McCawley SSM/ep

or Document 122-6 _ Eil 4/25/16 P 1 of EXHIBIT 6

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 2 of 12 = PCok (ls sate SCHILLER & FLEXNER LLP ao a rel IF 2 OC RDA Ses Sigrid S. McCawley, Esq. E-mail: smccawley@bsfilp. com March 10, 2016 Via Electronic Mail Laura A. Menninger, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10" Avenue Denver, Colorado 80203 Re: Giuffre v. Maxwell, Case no. 15-cv-07433-RWS Dear Ms. Menninger: This letter is to inform you of the form of Plaintiffs production and to seek an agreement on the format of both parties’ productions going forward pursuant to Rule 34, Fed. R. Civ. P. Per my March 8, 2016 letter, Plaintiff is preparing to make a first production of documents and related privilege log on Wednesday, March 16, 2016, to Defendant in response to Detendant’s First Request for Production. Defendant's First Request for Production did not specify a form for producing electronically stored information. Accordingly, pursuant to Rule 34(b)(2)(D), Fed. R. Civ. P., Plaintiff states that the she intends to produce the documents in the form as described in the attached Stipulation. By this letter, | am also seeking your agreement to the attached Stipulation relating to USI. governing the parttes’ collection and production of documents in this case. If you agree, please return the attached Stipulation to me with your signature, and please let me know a time in the near future during which we can discuss search terms. I will then sign it and return a copy to you for your records. Kindly let me know of your agreement by Monday. March 14, 2016. ee Sincerely, ao a Zt) ai Aa? Sigrid S. mee, Esq. SR SSM/ep Enclosure WWW BSFLLP OOM

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 3 of 12 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: ]5-cv-07433-RWS Ghislaine Maxwell, Defendant. STIPULATED DISCOVERY PLAN FOR ELECTRONICALLY STORED INFORMATION Pursuant to Federal Rule of Civil Procedure 29. this Stipulated Discovery Plan for Electronically Stored Information (the “Stipulation”) is entered into by and among the named parties in the above-captioned action, through their respective counsel of record. L Definitions: For purposes of this Stipulation: (a) The term “Plaintiff” refers to Virginia Giulfre (b) The term “Defendant” reters to Ghislaine Maxwell. (c) Che term “parties” refers collectively to Plaintiffand Defendant. (d} The term “party” refers individually to Plaintiff or Defendant. 2. Electronic Discovery - The Collection and Culling of ESI: In a joint effort to balance the volume, relevance, and costs of the production and review process, the parties stipulate to the following involving the handling and production of electronically stored information (“FSI”). (a) Counsel for Defendant and Plaintiff will correspond regarding custodians and sources of documents from which they are collecting ESI for production in the above

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 4 of 12 captioned action. The parties will work in good faith to identify. discuss, agree upon, and revise, if necessary, the custodians and sources of documents from which ESI is collected and reviewed for possible production in the matter to avoid an unduly burdensome production or retrieving a large quantity of non-responsive ESI. The parties agree that search terms and other techniques to identuly potentially responsive ESI for review and possible production may be useful to allow document production to complete in a reasonable amount of time. To the extent that a party plans to use search terms to identify potentially responsive ESI, the parties agree to work in good faith to agree upon acceptable search terms that will assist in identifying potentially responsive ESI. To the extent practicable, the parties shall use informal procedures, agreed upon through a meet-and-confer process, for the production of electronically stored information. The parties have proposed this detailed Stipulation in satisfaction of their obligations under Federal Rule of Civil Procedure 26(f)(3)(C) and to provide rules governing production of electronically stored information in the event that the parties are unable to agree to informal procedures that are satisfactory to all parties. (b) In the event of a dispute or disagreement. the parties will meet and confer ina good faith effort to resolve such dispute or disagreement which includes the production and review of a limited sampling of the information sought. Further, insofar as this Stipulation relates to the general protocol of identifying and producing ESI, any party may bring a motion to modily or clarif¥ the application of this Supulation to particular LSI or otherwise. This Stipulation is designed, and shall be interpreted, to ensure a balance of the necds of the party requesting electronic discovery to obtain all responsive documents and information that can reasonably be produced while avoiding unnecessary burdens for the party bo

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 5 of 12 responding to a request for production or other production requirement. Nothing in this Stipulation is intended to be an exhaustive list of discovery obligations of a producing party or tights of the requesting party. To the extent additional obligations or rights not addressed in this Stipulation arise under the Federal Rules of Civil Procedure or applicable State or Federal statutes. they shall be controlling. All parties reserve their rights under the Federal Rules of Civil Procedure for matters relating to the production of information that are not specifically addressed in this Stipulation. (o) Each party shall make a reasonable and diligent effort to search for and collect reasonably accessible and responsive ESI from the following sources for each of its designated custodian’s: active e-mail accounts utilized during the relevant time period, ESI stored on each such custodian’s computer hard-drive. and other locations (to the extent agreed upon by the parties) used by each such custodian to sture potentially responsive USI. The parties will filter the ESI they collect using search terms ayrecd upon by the parties. Ifa party identifies ES] that is not reasonably accessible but is likely to contain responsive non-duplicative information, it will provide to the other party a description of the source of the ESI that it claims is not reasonably accessible and the basis of the claim that the source is not reasonably accessible. — (d) In addition, the parties shall collect reasonably accessible and responsive ESI from their computers (including laptop and notebook computers), tablets, mobile phones, electronic document repositories, or any other electronic file storage media, a party identifies following a reasonable and diligent investigation, as hkely to contain responsive ESI. The search terms will be run against the KSI collected from the locations and devices listed above. Las

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 6 of 12 conduct a reasonable search for and collect reasonably accessible, non-duplicative responsive hard-copy data in the possession of agreed-upon custodians. ‘The parties agree 10 produce such hard copy documents in single-page TIFF tormat along with document level OCR text files and the following fields in a Concordance load file as described in Section 5 below: (i) Custodian (Name of Custodian from which the file is being produced); (il) BegBates (Beginning Production Number): (ii) EndBates (Ending Production Number); (iv) Page count; and (v) Path to OCR text file. Each partv shall bear the cost of converting the hard-copy paper documents it produces to TIFF format and for providing the load file. 4, ESI - Processing and Production: The partics supulate to the following regarding the processing and production of documents that were originally maintained as ESE: (a) EXCLUSIONS FROM PROCESSING: The parties may exclude from collection, review, and production ESI or data with file extensions that typically contain no meaningful user-created data and/or cannot be reviewed in any meaningful format. Specifically, the parties agree that hey may exclude (i) files with the following extensions (provided that the file signature matches the extension): .COM, EXE, .BAT, .DLL, SYS, VAD, .BIN, ASH, ASM. .B, BAS, BCP, .C, .CPP, .H, Ci, .CPL, FRM, .MOD, .RH, .VB,.VBX, XLV, .RG-and (it) those file types contained on the list established by the National Institute of Standards in Technology (“NIST”) (collectively, the “Permitted Excluded Files’). To the extent that the either party wishes to exclude file types not included within the Permitted Excluded Files from processing, the parties will meet and confer to regarding any such request.

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 7 of 12 ‘To the extent responsive, audio, video, photo, and other media files such as stand-alone audio, video, or graphic shall be produced in their native format. ‘fo the extent it would be impractical to produce responsive ESI as it is kept in the normal course of business the parties will meet and confer concerning the collection and production of those reports. (b) DE-DUPLICATION, In order to reduce the volume of documents reviewed and produced, each party shall de-duplicate EST using the SHA1 or MDS5 hash value. Such deduplication will be done across the universe of all ESI produced and will be performed at the family level. De-duplicated originals and metadata shall be securely retained. {cj NON-E-MAIL ESI: The native format of all non-e-mail ESI will be maintained by each party, Non-c-mail EST will be produced in single-page TP format (except for nonredacted Excel documents, which shall be produced in native format with a TIFF placeholder pursuant to Section 4(f) hereof) and corresponding document-level extracted text (or OCR for documents that are redacted) with the following metadata fields, to the extent available, in a Concordance load file as described in Section 5 below: (i) Custodian (Name of Custodian from which file is being produced); Gi) Author (Author of file from properties); (iii) Doe Title (Title of file from properties); (iv) Doe Subject (Subject of file from properties); {v) Created Date (the date the file was created. in YYYYMMODD_ or MM/DD/YYYY format): (vi) Created Time (the time the file was created in HH:MM:SS format); (vii) Last Modified Date (the date the file was created in YYYYMMODD or MM/DD/YY YY format): (viii) Last Modified Time (the time the file was created in HH:MM:SS format); (ix) File Name (name of the file); (x) File Ext textension for the file); (xi) Hash (SHA1 or MDS hash value, or equivalent); (xu) BegBates (beginning production number); (xii1) EndBates (ending production number); (xIv) BegAtt (BegBates of first document in the family) (xv) EndAtt (EndBates of last document in the family)

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 8 of 12 (xvi) ParentID (field contains the BegBates for the parent document (usually an e-mail) and is populated for all attachments within the family group); {xvil) AttachID (field contains the BegBates number for each attachment within the family group and is populated for the parent document within a family groupk (xvill) Page count; (xix) For non-redacted Excel spreadsheets only, a native link (path to the native file as included in the production, c.g., d:\PRODOOI\natives\ABCO00015.xIs or d:\PRODO001\natives\ABCO0025 ppt). A TIFF placeholder with a link to the native files is required, (d) ELECTRONIC MAIL: The native format of all electronic mail shall be maintained by the parties. Electronic mail shall be produced in single-page ‘TIFF format and corresponding document-level extracted text (or OCR for redacted documents) with the following metadata fields, to the extent available, in a Concordance-ready load tile as described in Section 5 below (except for attachments that are non-redacted Excel spreadsheets, which shall be produced in native format with a TIFF placcholder pursuant to Section 4(f) hereof): (1) (ii) (i) (iv) (v) (v1) (vii) (vill) (ix) (x) (x1) (xii) (XU1) (xiv) (xv) (xvi) (Xvi) Custodian (name of custodian from which file is being produced); Prom: Co BCC: To; Hash (SHAL or MD5 hash value, or equivalent); Sent Date (date the e-mail was sent in YYYYMMDD or MM/DD/YYYY format): Sent Time (time the e-mail! was sent in HH:MM:SS format); Received Date (date the email was received in YYYYMMDD or MM/DD/YYYY format): Reeeived Time (time the email was received in }1]1:MM:SS format); File Ext (extension for the file): BegBates (beginning production number): EndBates (ending production number); BegAtt (BegBates of the first decument in the family); EndAtt (EndBates of last document in the family); ParentID (field contains the BegBates for the parent document (usually an e-mail) and is populated for all attachments within the family group); AttachID (field contains the BegBates number for each attachment within the family group and is populated for the parent document within a family group):

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 9 of 12 (xvill) Page count; (x1x) Femail Subject. Electronic mail shall be produced along with attachments in sequential order as part of a family, maintaining the parent-child relationship, to the extent the message or any attachment is responsive. If any message or attachment is responsive but is withheld based on privilege, the entire family may be withheld (to the extent necessary to protect privilege} provided, however, that if an email or attachment withheld pursuant to this sentence is not subject to an independent claim of privilege, the party withholding such email or attachment will ensure that it is otherwise included in its production. (e) REDACTED ESI: Production of redacted ESI shall be subject to the general production requirements set forth herein, however the following metadata need not be provided for documents that are redacted: Doc Title, Doe Subject, Filename, Email Subject. Further, for each document that is redacted, the field “Redacted” shall be populated with the value “Yes” and OCR text files of the redacted document shall be provided. (f) EXCEL SPREADSHEETS AND OTHER DATA THAT DOES NOT EASILY LEND ITSELF TO TIFFING: All Excel spreadsheets and other data that does not easily lend itself to TIFFing, including but not limited to, CSV files, audio files, and video files, shall be produced in native format with a TIFF placeholder, except if an Excel spreadsheet must be redacted in which case it shall be produced in TIFF format (provided, however, that if the party receiving a redacted Excel spreadsheet in TIFF format determines that a native version is necessary, the party producing the Excel spreadsheet shall make available a native version of the Excel spreadsheet with any redactions necessary to protect privilege (1.e. not the original native file)). This paragraph shall apply to all such ESI irrespective of whether it takes the form of standalone files or attachments to e-mails or other files. To the extent that any Excel spreadsheet

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 10 of 12 requires a confidentiality legend, the TIFF placeholder shall contain such confidentiality legend, and the filename of the Excel spreadsheet shall also include such confidentiality legend. (gz) ZJP FILES: All compressed or zipped ESI shall be unzipped or decompressed before production. To the extent a responsive, non-privileged electronic file contains embedded files, or links to other files, such embedded files or links to other files do not need to be produced initially, but to the extent the receiving party determines they are necessary, the parties will meet and confer regarding production of the native files. The parties agree that they need not produce all files in a zip folder in the event any individual file in the zip folder is responsive. To the extent that there are multiple files within a zip folder, each shall be considered a single document with respect to determining responsiveness (unless attached to an email, in which case the protocol in subsection (d) hereof shall apply). (h) The parties agree to meet and confer in good faith if there are any other file types that encounter difficulties in the production preparation process and will discuss native production of such files if necessary. 5. Production of ESI & Hard Copy Documents: The parties agree to the following regarding production of all documents: (a) The production of all documents shall be in Concordance-ready format and the following load files will be produced: (1) Opticon load file compliant with Concordance to load the images; (it) Document level extracted text or OCR (for documents that have been redacted or documents without extractable text); (iit) DAT file containing the fields specified herein, with the field names as otherwise provided herein, in the first row. The .DAT file shall be

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 11 of 12 provided with the following hierarchy of delimiters: field - (ASCII 20), quote - (ASCTE 254), return value in data - (ASCIL 174) (b) Each page of a produced document shall have a legible, unique page identifier (“Bates Number”) electronically “burned” onto the image. Additionally, any applicable confidentiality legend shall be “burned” into the document image. No other legend or stamp will be placed on the document image other than a confidentiality legend or redactions (where necessary to protect the attorney-client communication privilege, work product doctrine, or other protection). If the page identifier or legend inadvertently obliterates, conceals, or interferes with any information from the source document, the receiving party shall request and the producing party shall produce a legible copy. (c) Each page image file shall be named with the unique Bates Number of the page of the document in the case of single-page TIFFs, followed by the extension “TIF.” (d) The parties shall honor reasonable and specific written requests for the production of native versions of files and volor images to the extent such requests are not unduly burdensome, subject to any necessary redactions to protect the attorney-client or other privileges. (e) The parties shall honor reasonable and specific written requests to make originals of any produced document available for inspection and copying, subject to any necessary redactions to protect the attorney-client or other privileges. ) The parties reserve the right to seck and to object to the costs arising from any discovery or from any improper conduct or bad faith of the litigants. 6. Clawback Provision: The parties agree that clawbacks of any inadvertently produced privileged material shall be made upon notice to the other party

Case 1:15-cv-07433-RWS Document 122-6 Filed 04/25/16 Page 12 of 12 BOIES, SCHILLER & FLEXNER LLP HADDON, MORGAN & FOREMAN, P.C. Sigrid MeCawley (Pro Hac Vice) Laura A. Menninger, Esq. 401 E, Las Olas Blvd., Suite 1200 150 East 10" Avenue Ft. Lauderdale, FL 33301 Denver. Colorado 80203 Tel: (954) 356-0011 Tel: (303) 831-7364 Fax: (954) 356-0022 Pax: (303) 832-2628 Email: smecawley@bsfllp.com Email: Imenninger‘¢@ hmilaw.com

Case 1:15-cv-07433-RWS Document 120 Filed 04/25/16 Page 1 of 1 BO Es, SC Re Le Re Boe Ce XN OR) a Pe 40! EAST LAS OLAS BOULEVARD ® SUITE 1200* FORT LAUDERDALE, FL 3330! 2211* PH. 954,356.00! * FAX 954.356.0022 Sigrid S. McCawley, Esq. Email: smccawley@bsfllp.com Via CM/ECF District Court Judge United States District Court 500 Pearl Street New York, NY 10007 Re: Giuffre v. Maxwell, Case no. 15-cv-07433-RWS — Regarding Protective Order Dear Judge Sweet: This is a letter motion to file Ms. Giuffre’s Non-Redacted Reply in Support of Motion for Forensic Examination (“Reply Brief”) and certain accompanying exhibits under seal pursuant to this Court’s March 18, 2016, Protective Order and the Southern District of New York Electronic Case Filing Rules & Instructions 6.2. The Protective Order states: Whenever a party seeks to file any document or material containing CONFIDENTIAL INFORMATION with the Court in this matter, it shall be accompanied by a Motion to Seal pursuant to Section 6.2 of the Electronic Case Filing Rules & Instructions for the Southern District of New York. See Protective Order [DE 62] signed on March 17, 2016, at p. 4. Defendants have designated certain documents as Confidential Information and have designated Defendant’s entire deposition testimony as confidential. Ms. Giuffre takes no position at this time on whether Defendant’s designations are proper. Because of the Protective Order, however, Ms. Giuffre believes that she cannot presently produce or reference such documents in public court filings. Accordingly, as Ms. Giuffre’s Reply Brief contains material that Defendant has designated as confidential, she seeks leave to file the Non-Redacted Reply Brief and certain related exhibits under seal. Se Respectfully submitted, Oo EC - Sak ZAAB pore 4 oa, cc: Laura Menninger via CM/ECF WWW.BSFLLP.COM

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ee re ee mT x VIRGINIA L. GUIFFRE, Plaintiff, os : 15 Civ. 7433 (RWS) ~ against ue OPINION GHISLAINE MAXWELL, Defendant. a ce ee tn nee se ne tt ee tne ne ee ae pn ek ns oe rr remy ee ig ee man eee mae x APPEARANCES: Counsel for Plaintiffs BOEIS, SCHILLER & FLEXNER LLP 401 East Las Olas Boulevard, Suite 1200 Fort Lauderdale, FL 33301 By: © Sigrid S. McCawley, Esq. Meredith L. Schultz, Esq. Counsel for Defendants HADDON, MORGAN AND FOREMAN, P.C. 150 Bast Tenth Avenue Denver, CO 80203 By: Laura A. Menninger, Esq. Jeffrey S. Pagliuca, Esq. USDC SDNY DOCUMENT ELECTRONICALLY FILED DOC #: DATE FILED: MTC

Plaintiff Virginia Giuffre (“Giuffre” or “Plaintiff”) has moved to compel Defendant Ghislaine Maxwell (“Maxwell” or “Defendant”) to produce documents withheld on the grounds of privilege, (Based on the conclusions set forth. below, the motion is granted in part and denied in part. I. Prior Proceedings Plaintiff filed a complaint in this Court on September 21, 2015, alleging:a single defamation claim. See Compl. As set forth in the Court’s February 26, 2016 Opinion denying Defendant’s motion to dismiss, this case concerns Defendant’s statements denying Plaintiff’s allegations concerning Defendant’s role in Plaintiff's sexual abuse as a minor. On February 26, 2016, Plaintiff. filed the instant motion to compel Defendant to respond to interrogatories to which Defendant has claimed the protection of the attorney-client, attorney-client-agent, and common interest’ privileges. Oral argument was held on March 17, 2016. During argument, the Court held that in camera review was warranted for purposes of

determining whether privilege applied to the documents in question, and Defendant was directed to file any further submissions necessary to establish her privilege claim. On March 31, 2016, Defendant submitted a declaration and exhibits in opposition to Plaintiff’s motion, at which point the matter was deemed fully: submitted. Il. The Privilege Claims at Issue Defendant has withheld 99 pages of emails with communications involving various combinations of Brett Jaffe, Esq. (“Jaffe”), Mark Cohen, Esq. (“Cohen”), Philip Barden (“Barden”), Ross Gow Gow") , Brian Basham (“Basham”), fF Ls facts that follow summarize Defendant’s assertions regarding her relationship to each of these individuals. Defendant hired Jaffe, thén of Cohen & Gresser LLP, to represent her in connection with legal matters in the United States at some indeterminate point in 2009. Def.’s Decl. of L.A. Menninger in Supp. Def.’s Resp. to Pl.’s Mot. to Compel Production of Docs. Subject to Improper Privilege, ECF. No. 47, )

Ex. E, 9 3: (“Maxwell Decl.”). Defendant does not set forth an end date.to: Jaffe's: representation, but swears that when: Jaffe left Cohen,.& Gresser, Mark»Cohen continued.as her counsel. Ids 7 ll. Defendant hired Barden of Devonshire Solicitors: on: March: 4, 2011 to represent her in connection with legal matters in England and Wales. Id. 9 1. Defendant hired. Cows her “media agerit,” on the same date. Id. ¥ 6. Defendant ‘communicated with a pursuant to a common interest agreement between them and their respective | counsel, Ide q 16. Defendant understood a -: be acting as counsel for ae 2015. ‘Id. 4 14. Defendant likewise unidentified period of time. Id. 4 15. Defendant has not established the nature of her relationship with Basham.

Defendant’s withheld emails can be organized as follows}: 1. Communications with Jaffe on March 15, 2011, #1000-19.2 2. Communications with Gow on January 2, 2011, #1020-26. 3. Communications with Gow and Basham on January 2, 2015, #10271028. 4. Communications with Barden a. On January 10, 2015, #1045-51 5. Communications with Barden and Gow a. On January 10, 2015, #1044 b. On January 9 and 10, 2015, #1052-55 c. On January 11, 2015, #1055-58 d.-On January 21," 2015; .#1088-90 6. Communications with a. On January 6, 2015, #1029 b. On January 11, 2015, #1055-58 c. Between January 11 and 17, 2015, #1059-83, including forwarded email between Barden J (1069-73, #1076-79, and including forwarded email between Barden, Defendant, and Cohen, #1068-69, 1074-76. d. Between January 21 and 27, 2015, #1084-1098, #1099. 7, Communications with PCR January 6, 2015, #1030-43. Some emails were forwarded or carbon copied (“CC’d”) later in the chain, leading to some overlap and duplication. Whether one party or another was 4 direct recipient or a CC’d recipient of an email is not significant for purposes of the privilege analysis, as the waiver issue is determined by the purpose of the third-party’s inclusion in the communications, not necessarily whether the communication was directed toward them by copy or direct email. See e.g., Morgan v. New York State 1 This organization is derived from Defendant’s privilege log. Issues with respect to characterizations in the log will be addressed infra § V. 2 All references preceded by # refer to the Bates stamp number of Defendant’s in camera submissions. 5

Dep't of Envtl. Conservation, 9.A:D.3d 586, 588, 779 N.Y.S.2d 643, 645 (2004) (privilege - lost when.documents were carbon copied toa third party); see also ‘infra. SIV. Defendant claims the attorney-client privilege applies to groups 1 and 5, the abronnes” -client— agent, privilege: applies to groups 2 through 4, and the. common interest. privilege applies to groups 6 and 7. See Def.’s. In camera Submissions, Ex. A : (“Privilege Log”)... 4 eta: III. Choice of Law _ Defendant has. invoked the protection. of privilege .for communications with. New York, counsel Jaffe and London solicitor Barden. Defendant.does not. dispute that. the communications with Jaffe are governed, by the privilege law of New York State. Def.’s Supp. Mem. of Law. in. Resp. to Pl.’s Mot. to Compel Production of Documents ,Subject to Improper Claim of Privilege, ECF No. 46, at 3 (“Def.’s Supp. Opp.”); see also Fed. R. Civ. P. 501; Allied Irish. Banks _.v. .Bank of Am., N.A., 240 F.R.D. 96, 102 (S.D.N.¥. 2007) (“Because this Court’s subject matter jurisdiction is based-upon diversity ... . state law provides the rule of decision concerning the claim of attorney-client

privilege.”). However, Defendant submits that a choice of law issue arises with respect to her communications with Barden. Id. at 35. Defendant has not specified whether she seeks to withhold decuments containing communications with Barden subject to the British legal-advice or litigation’ privileges. Rather, Defendant’s privilege log lists the “attorney-client privilege” with respect to the Barden communications and broadly asserts’. : that all privileges asserted are “pursuant to British law, Colorado law and NY law.” Privilege Log at 1. Defendant argues “Ms. Maxwell’s communications with Mr. Barden should: be. construed pursuant to British law.” Def.’s:Supp.: Opp. at 4. It. is only in Defendant’s in camera filing that. Defendant has provided any legal argument supporting an assertion of protection under British privilege law.3 Defendant’s claim is based on two suppositions: first, that “'tjhe UK litigation privilege protects communications to and 3 Defendant argued in supplemental opposition that “Ms. Maxwell has not had sufficient time to secure appropriate affidavits, documents and legal opinions concerning British law’s attorneyclient privileges,” seeking additional time to submit these materials. Def.’s Supp. Opp. at 4. 4

from a-client and her attorney and.to a.third party[.}]” Decl. of L.A. Menninger in-Supp. Def.’s In.Camera Submissions (“Menninger Decl.”) 97 24 (emphasis in original). Second, that the scope of privilege is wider than explicit legal advice provided in the context of litigation,. encompassing communications related to “actual or contemplated iti ation.” Id. (emphasis in original). Defendant supports these arguments.,with citation to Belabel -v.. Air India {1988) Ch.317, Lord Taylox and. its progeny Three. Rivers DG: vu Bank: of England. (Disclosure): :(No.. 4), [2005] 1.A.¢. 610 and..(Now,.10). [2004] UKHL 48 «:-Lord Taylor's opinion, in Belabel explicitly addresses. “whether {the legal professional], privilege extends only .to'. communications seeking or conveying legal advice, or to all that passes. between: solicitor.and:client* on. matters within the ordinary business: of .a.solicitor.” Balabel, Ch. 317, .321~332. Lord Taylor discusses at ‘length whether communications between a solicitor and client are privileged if they do not contain explicit. legal..advice, ultimately deciding the scope of the privilege is wider. Id. at 330 (“the test is whether the communication or other document was made confidentially for the purpose of legal advice.”). However, Defendant’s citation does not support the statement for which it is directly cited: that waiver does not apply to communications including a third-party

if for the purpose of contemplated litigation. Plaintiff, with the aid of British counsel and without having seen Defendant's British law argument, submits: an interpretation of British law directly contradicting Defendant's.‘ This precarious support provides an insufficient foundation for the Court to apply foreign law to Defendant’s claims. See Tansey v. Cochléar Ltd., No. 13-CV-4628 SJF SIL, 2014 WL 4676588, at *4 (E.D:N.Y.° Sept. 18, 2014) (“the party relying on foreign law has the burden of showing such law bars production of documents.” (quoting BrightEdge Techs., Inc. v. Searchmetrics, GmbH, 14-Cv-1009-WHO, 2014 WL 3965062. *2 (N.D.Cal. Aug.13, 2014) (internal quotation marks omitted)). Moreover, at least one New York court has found that British privilege law is “apparently similar” to New York’s. Aetna Cas. & Sur. Co. v. Certain Underwriters at Lloyd's London, 4 “Where there is no attorney involved in the communication ..., there can be no ‘legal advice’ privilege under English Law”; “[{ijJn absence of any express obligation of confidentiality, fPlaintiff] submits that privilege does not attach to communications involving Ross Gow and the lawyer.”; “Under English Law, communications between client and lawyer through an agent will be protected by legal advice privilege, but this will only apply in situations where the agent functions as no more than a mere conduit.” Pl.’s Reply in Response to Def.’s Supp. Mem. of L. in Resp. to Pl.’s Mot. to Compel the Production of Documents Subject to Improper Claim of Priv. at 4-6 (emphasis removed) (“Pl.’s Reply”).

176 Misc. 2d 605, 609, 676 N.¥.$.2d.727 (Sup. Ct. 1998) (citing Waugh v_ British Rys. Bd., .1980 AC 521 [H.L.]), aff'd sub. nom. Aetna Cas..& Sur.. Co..v. .Certain.Underwriters at Lloyd's, 263 A.D.2d 367, 692 N.¥.8.2d 384 (1999)..That court found that both doctrines “require that legal advice be a predominate purpose of the, communication: ”5 Id... The-.privilegevanalysis under UK .law parallels the analysis under New York.law, requiring (i) a communication between anattorney..and client, (ii) made.in the course of the representation,. (iid) for the purpose of providing legal. advice. Compare Three Rivers.D¢ (Pisclosure) (No.4), [2005] 1 A.C. 610 with People.v. Mitchell, 58 N.Y.2d 368, 373, 448 N.E.2d:121 > ; (1983). The policy purposes of privilege in both jurisdictions also mirror -one: another. Compare Balabel at 324..(“(T]he. basic principle justifying, legal professional privilege arises .from the public interest requiring full and frank. exchange of confidence between solicitor and client to enable the latter to receive necessary legal advice.”) with Péople v. Mitchell, 58 N.Y.2d 368, 373, 448 N.B.2d 121 (1983) (*[C.P.L.R. § 4503's] purpose is to ensure that one seeking legal advice will be able communications is the primary issue with respect to Defendant’s ciaim that privilege applies to the communications with Barden. 106

to confide fully and freely in his attorney, secure in the knowledge that his confidence will not later be revealed to the public to his detriment or his embarrassment”}. Even the purposes for which Defendant cites British law-—-to assert that the. scope of privilege can (1) encompass communications to nonattorneys, (ia) made outside of the context of pending litigation-~are directly addressed by élements of .New York law. Respectively, 4) New York's agency and conmon interest privileges extend ‘the unbreLla of attorney- ~client communications to third parties, and (34) the analysis regarding the predominance of legal advice in the communications at issue and Ambac Assur. Corp. v..Countrywide Home Loans, Inc.® both expand the scope of privilege to protect certain content unrelated to ongoing Litigation. See infra § Iv. Indeed, Defendant refers to New York law citations to "support her argument about the protection provided “{pjursuant to “British legal authority. " Menninger Decl. ¥ 25 (“citing NY law for same principle.”). A choice of law analysis need not be reached where the law applied is not outcome determinative. On Time Aviation, Inc. v. Bombardier Capital, Inc., 354 F. App'x 448, 450 n.1 (2d Cir. 2009). 6129 A.D.3d 129, 998 N.Y.S.2d 329 (2014) (holding litigation is not per se necessary for application of the common interest privilege). il

Defendant “sought Barden’ S ‘advice never came ad Erbition mien no -Finally;*applyingsithe: choice of Law -test«results ins Jens application-of New" Yorks Laws..Agsrha$.ibeen held: in’ this district: ‘,ns(wihere, -as heré Leged-privileged: ‘communicationstook:: place ina foreign country or involved foreign attorneys or yet proceedings; this cour odefers | tothe; Laweof sthe country . that eee “préedomina iE ox “the most | direct and nan guest i 15 weeds ay sii civ. 7433 (RWS) age Sg { ’ i ES cgells ae ae HE a fase, oete ("Because New York has the most. "significant interest, New 2. oa # z nae} ep Maye tate ED ‘The potential | Taes@atian ne Rhee fw f ge wiles HOM IcIE Set Nt Daeg tig tice fir a bale pending issues ‘in. ‘or r relating té Britain t have — ‘plea. ‘Thus, Ie oR Te ye &iwe % gag On fe ' r any consequence -gesulting from a ei ieay! on ‘the colbi@aeeebiity st of the Barden communications will sound only in New York, the situs of this case and the location of the allegedly defamatory statements at issue: New York therefore has ‘the predominate "3g Po Abe

interest in whether these communications remain confidential. The similarity between New York and British attorney-client privilege demonstrates that no public policy conflict exists Consequently, New York law applies to all of Plaintiff's privilege claims. IV. Applicable Standard The purpose of the attorney~ -client privilege is to facilitate and safeguard the provision of legal advice; “to ensure that one seeking legal advice will be able to confide fully and | freely in his attorney. ” Mitchell, 58 N.Y.2d at “373. New York law provides: Unless the client waives the privilege, an attorney or his or her employee, or any person who obtains without. the knowledge of the client evidence of a confidential communication made. between the attorney or his or her empioyee and the client in the course of professional employment, shall not disclose; or be allowed. to disclose such communication, nor shall the client be compelled to disclose such communication, in any action[.]} N.Y.C.P.L.R. § 4503{a) (1)The privilege only applies to attorney-client communications “primarily or predominately of a legal character.” Rossi v. Blue Cross & Blue Shield of Greater N.Y., 13

73 NeY.2d 588, 594, 542 N.Y.S.2d.508,. 540 N.E.2d.703 (1989)) (internal quotation marks omitted)... -However,..reference to. nonlegal matters ‘in communications. primarily .of-a -legal- character . are protected. Id. “The critical inquiry is whether, viewing: the lawyer's communication in its full content and context,:it was made in order to render legal advice or services to the client.” id. (quoting Spectrum Sys. Int'l Corp. ve _chem. Bank r 78 N. Y. 2d 371, 379, 575 N.Y.S.2a 809, 581 N.E.2d 1055 (1991)). The presence of a “third party during | ‘communication or disclosure of otherwise confidential _ateorney- client communications to. a thira party} waives the privilege : absent an exception. People \ V. “Osorio, 75 N. Y. 2d 80, 84, 549 N.E. 2a 1183, 1185 (1989). There exists an exception, referred to as the agency privilege, when: the third party facilitates the rendering of legal advice, “such as. communications: made by the client to the attorney": Ss. enployees, through an» interpreter, or to “one serving as an agent’ of either the attorney or client.” Id... Similarly, the common interest privilege extends the attorney-client privilege to “protect the confidentiality of communications passing from one party to the attorney for another party where a joint defense effort or strategy has been decided upon and undertaken by the parties and their respective 14

counsel.” United States v. Schwimmer, 892 F.2d 237, 243 (2d Cir. 1989). To show the common interest privilege applies, the party claiming its protection must show the communication was made in the course of the ongoing ‘common enterprise with the intention of furthering that enterprise. Id. A limited common purpose necessitating disclosure is sufficient, and “a total identity of interest ‘among the’ participants is not required under’ New. York law.”GUS Consulting. GMBH v. Chadbourne ‘& Parke LLP, 20° Misc..3d 539, 542, °858 N.-Y.S 2d 591, 593. (Sup. Ct. 2008). Despite’ their shorthand namés, neither the agency privilege nor the common-interest privilege operate independently; both’ may only exist to pardon the presumptive waiver that would result from disclosure of otherwise privileged attorney-client communications to a third party when that third-party is included under the umbrella of the agency or common~interest doctrines. See U.S. Bank Nat. Ass'n v. APP Int'l Fin. Co., 33 A.D.3d 430, 431, 823 N.Y.S.2d 361, 363 (2006) (“Before a communication can be protected under the common interest rule, the communication must satisfy the reguirements of the attorneyclient privilege.”); Don v. Singer, 19 Misc. 3d 1139(A), 866 N.¥.S.2d 91 (Sup. Ct. 2008) (“The attorney~client privilege may extend to the agent of a client where the communications are

intended to facilitate the provision of legal services to the client.”. (citations. and internal. quotation marks omitted)). The party asserting protection. bears. the burden of proving each element ~.of:privilege: and a lack of wailver.-Osorio;.75 N.Y.2d-at 84,549 N.E.2d at .1185° (citations, omitted); -—Egiazaryan v.Zalmayev, 290°FeRyDi+421, 428 (S.D.NeYe-2013)... "Such -showings must, be based on competent evidence, usually through affidavits, deposition testimony; om-other -admissible evidence «# Id.° (citing von Bulow by Auersperg v. von Bulow, 811 F.2d 136, 147 (2d »Gin.)-, «cert, dented, -48b-U~S.°1045, :107 S.Ct. 1 B92, 95 «LsEd.2d dno. ive. AmBase. Corp .,..150. FiR. De 498 (1987); Bowne of NwYC., 465, 472. (S-D.N.Y. A99B VA oe V. Plaintiff's Motion to Compel is Granted in Part and Denied in Part Consistent with the aforementioned standards, to survive the instant motion to compel, Defendant must establish (1) an attorney-client relationship existed, (2) the withheld documents contain a communication made within the context of that relationship, (3) for the purpose of obtaining legal advice, and (4) the intended confidentiality of that communication, and (5) 16

‘ maintenance of confidentiality via a lack of waiver or an exception to waiver such as extension via the common interest privilege or the agency privilege. See e.g., Safeco Ins. Co. of Am. v. M.E.S., Inc., 289 F.R.D.. 41, 46 (E.D.N.Y. 2011) (applying New York law) (citing Abu Dhabi Commercial Bank v. Morgan Stanley, 08 CV 7508 (SAS), 2011 WL 4716334, at *2 (S.D.N.Y. Oct. 3, 2011)). 1. Communications with Jaffe Are Privileged “An attorney-client relationship is:established where there is an explicit. undertaking to-perform.a specific task.” Pellegrino v. Oppenheimer & Co., 49 A.D.3d 94, 99, 851 N.Y.S.2d 19 (2008). Defendant has sworn that she:‘hixred Jaffe in. 2009 to represent her in connection with a.deposition. Maxwell Decl: 7. 9. Though Defendant has failed to specify the end-date. of Jaffe’s representation, the in camera submissions demonstrate that: these communications were made within the context ofan ongoing attorney-client relationship for the purpose of providing legal advice related to the specific task for which Defendant hired Jaffe. Defendant intended that the communications remain confidential. Maxwell Decl. § 12-13. The communications themselves were solely between attorney and.

client,,:;demonstrating. lack of waiver. Accordingly, Defendant's submissions #1000~19:.are privileged. oe en-Gow and. ‘Defendant regarding release. of a: Public’ tas ie the: ‘purpose of .facilitating: Gow". $ peste. ‘redations efforts. Regardless, «without: an-attorney-client:: sys: conmmitationsto. facilitate, it cannot..be said:that: Gow's => ‘preséneé:-and= input :wasnecessary. to. somehow-clarify or. improve: -comprehénsion of: Defendant. communications:with: counsel, .as: the: ‘standard requires.:; Séa Egiazaryan, 290'°F.R.D. at 431.’ As such, 7 Defendant argues Egiazaryan does not apply. Def. ’s Supp. Opp. at 9.. Defendant distinguishes that case as involving a.public relations firm, where this case involves a public relations “agent.” Id. As .reasoned infra §V(5), the Court does not rely. on Egiazaryan n for the principle that a public relations firm (or agent or specialist) cannot. be deemed an agent for purposes of privilege protection. 18 PURER Ba aS Sea NSB a a RE aka

Defendant has not met her burden of demonstrating that the communications fall beneath the umbrella of attorney-client privilege and cannot be rehabilitated by the extension provided by the agency privilege. Defendant must produce the emails in #1020-26. 3. Communications with Gow and Basham Must Be produced : These emails, documents #1027-28, are between Defendant and Gow, with Basham CC'd. Basham was therefore a third-party privy to these communications between. Defendant and Gow:.Defendant. has not identified Basham. Therefore, Defendant has failed to establish an attorney*client relationship, an attorney-client communication of a predominately legal character, and lack of waiver. Accordingly, documents #1027-28 are not privileged and Defendant must produce these emails. 4. Communications with Barden Alone Are Privileged Defendant submits in her supplemental reply and in camera submissions that these communications, #1045~51, are nonresponsive as they contain only communications between Defendant and Barden and “{n]o other party participated in this email i9

: these qhabtérsiand:Ba rden.continues: to: represent her. ‘Compél Production of Docs. correspondence." Menninger. Decl. 7 11; ‘Supp. Reply at 5: n.2 Se ee ee Defendant:-:and a a i i essere meee MAN amc eden a infra, § V(5)., as these documents are responsive to Plaintiff’s t Request No. 17.8 Defendant’s representations of this ‘communications being unclear, the Court addresses their. bot 4, ds a es ina ae. we 2240 aon keenest Maxwell: 9 Defendant -submits that Barden. issuedsa;cease and. «= wep gs ef 8 “Plaintiff's Document Request No. 17: All documents relating to communications with [Defendant] and Ross Gow from 2005-Present.” McCawley , Decl. 2A Supp Consglidated. Reply, 1m. Supp...Mot. to Subject to Improper Objections and Improper Claim of Priv., ECF No. 44, Ex. 2, at 9. *° Defendant has not provided a contract or representation agreement to. substantiate the dates of the relationship, though she alleges one éxists: “Menningér ‘Decl. § 17. Likewise, no material substantiates Barden’s role other than a. largely blank print-out from the Devonshires Solicitors website. Maxwell Decl., Ex. D.. This print-out does not contain Barden’s legal education, professional accreditation, or any other explicit indication that he was qualified counsel at the time of the communications other than the implicit logical assumption that 20 =

desist to British press, though no litigation ever materialized. Maxwell Decl. 9 5. Defendant’s sworn affidavit, coupled with the content of the communications (including a comment by Barden referring to having been retained by Defendant) are sufficient to establish Barden undertook the specific task for which _ Defendant has alleged she hired him in sworn affidavit. See. Pellegrino, 49 A.D.3d.at 99. It is similarly established by these materials that. these communications were made in the context of that. relationship. Defendant’s affidavit swears the communications were intended to.be confidential. Maxwell Decl. 4 4. Defendant has sworn that all of her communications with Barden were for the purpose of seeking legal advice. However, the content of the communications addresses matters not legal on their face (specifically, a press statement). See id. Not all communications between an attorney and client are privileged, and “one who seeks out an attorney for business or personal advice may not assert a privilege as to those communications.” Matter of Bekins Record Storage Co., Inc., 62 N.Y¥.2d 324, 329, 465 N.E.2d 345 (1984). Moreover, even if inherently related to ongoing litigation, “[{c]ase law maxes clear that a media having been called a “hard nosed litigator,” he must have been qualified to practice law at some point in time. 21

campaign is not’ a litigation strategy.” Egiazaryan, 290 F.R.D. at 431° (citation: omitted). Notwithstanding, the Court must consider the communications in their fil context. Rossi, 73°N.Y.2d at 594. Alone, it would ‘be difficult to deem’ Gémmuniéations that prédominately address a press “stabemaht-ad Legdi Saviée, Nevertheléss, Defendant’s assertidntndt™s prégs statement is a nécéssary precursor to ~ Litigation “undér thé fair commént laws of the UK” changes the’ “context. Sée’Menninger Decl. 4 20. Considering the legal ~ HedaBSLEW SE a PEOSS Statement “in the context of the legal issue. fox which Defendant sought Barden’s advice; the communication with Bardén £8 preddémindtély for the purposes of providing legal services. Défendant has therefore met her burden of éstablishing “pocuments #104546 aré privileged. 5. Communications with Barden and Gow Must Be Produced Defendant claims the protection of the attorney-client and agency privileges apply to communications with Barden and Gow. See Privilege Log. These communications include documents #1044, 1047-51 (as set forth above), 1052-58,39 and 1088-90. Defendant’s 19 Two chains in this series, #1052-55 and #1055-5, appear to be forwarded in their entirety The messages to

. privilege log does not list #1063-64 as a communication between Defendant, Barden, and Gow,: but the chain nonetheless does include a message between this group, and it is analyzed accordingly. Defendant argues “Gow is the agent for Ms. Maxwell,” thus taking advantage of the principle ‘that attorney-client privilege May apply to ‘communications between an’ agent’ and the client’’s ® counsél. .Def.’s Supp.’ Opp. at 8. The test. dividing agency (atid thus privilege protection). and-lack thereof (and thus waiver) is the necessity of the third-party in facilitating. the confidential.communications: between counsel and’ client. Mileski v. Locker, 14 Misc. 2d 252, 256, 178 N:¥.S.2da° 911, 916 (Sup. ct. 1958); accord Don, 866 N.Y.S8.2d 91; Egiazaryan, 290 F.R.D. at 431. Defendant’s citations with respect to this issue are inapposite, referring to agents who more explicitly facilitated attorney-client communication.?2 Defendant’s most relevant willbe addressed infra §V(6). The messages contained between Defendant, Barden, and Gow are addressed in this section. 11 The title “agent” is not determinative of whether Defendant’s privilege assertion survives the applicable test. 12 For example, Hendrick v. Avis Rent A Car Sys., Inc.. involved a quadriplegic plaintiff who has been involved in a “catastrophic” car accident rendering him unable to seek legal 23

SETAE AEE ST RU TERM “tg sg citation: i¢..tontnere Grandsdury Subpoenas,..265 F.; Supp..2d. 321 (S. DeNs¥. 92003); which :directly -addressed..the rolesof ‘public. relations -ensultants:Thatycourt “found sthat: v2.0 Gee, Bere (1) confidential communications (2) between lawyersivand:s: 1 a public relations - consultants (3) hired by the lawyers to. | x assist A in dealing with the media in cases such | as Rig counsel Both physically and emotionally. 944 F. Supp. 187, . 189 (W.D.N-Y. 1996). Mileski v. Locker involved interpretation to surmount , a, language barrier. 14 Misc. 2d, at .255,.178 N, ve S.2d at 915-6. In. First Am. Commercial Bancorp, Inc. v. Saatchi Saatchi Rowland, Inc., unlike. -in, the, instant;caseé,.. an Sapludave agency agreement between the Defendant company and “third party was provided. to. the court. and upon .which,the..court.. relied... Stroh Vv. General Motors Corp. ‘involved a tragic underlying car accident wherein the 76-year old Plaintiff had lost control of her vehicle driven into a park. Stroh v. Gen. Motors Corp., 213 A. Ds2d7267, 623-N.Y.Se2d 873.) (1995). That.court, “presented with an aged :.woman ‘required: to-recall, and perhaps .relive; -what-:was.! probably the most traumatic experience of her life,” held the: presence.of Plaintiff’s-daughter, who had’selected Plaintiff's counsel and driven her ''to:the: law office, was.necessary to- : facilitate =e communications bai counsel i’ it: at 874- é 5. “ p 24 ‘

e Defendant has failed to positively establish that Gow was necessary to implementing Barden’s legal advice. Defendant repeatedly refers to Gow as an agent and references that Gow provided: information to Barden at Defendant’s requests “so as to further Mr. Barden’s ability to give appropriate legal advice.” Defendant,: as cited above, relies on. fair-comment law to prove Gow''s necessity: in the relationship with Barden. Def.’s Supp. Opp. at 9. However, at best, this establishes only that Gow’s input. and presence. potentially added’ value to Barden’s legal ~vadvice. “[{T]he necessity element means more than just useful: and convenient but requires the involvement be indispensable or serve some specialized purpose in facilitating attorney client communications.” Don, 866 N.Y.S.2d-91 (citing Nat’1 Educ. Training. Grp., Inc. v. Skillsoft Corp., 1993 WL 378337, *4 (S.D.N.Y. 1999)). The: structure of fair comment iaw may require counsel to engage in public relations matters by providing a comment to press, but it does not follow that counsel is unable to communicate with his client on that issue without a public relations specialist. Advice on the legal implications of issuing a statement or its content is net predicated on pubiic relations implications. Likewise, it has not been established that the Defendant was incapable of understanding counsel's 25

advice on that subject without the intervention of.a “media agent” :or.that Gow was translating information between Barden and. Defendant in. the literal or figurative: sense. That Gow issued the statement drafted by Barden or signed a contract with Defendant speaks to his intimate. involvement, but. not to “his necessity. [Wlhere. the third party’s presence’.is merely :useful but net necessary,.the privilege-is lost.” Allied Irish.Banks} xdlabbuonr ts os P.LsC., 240° PiRvD.. at. 104. (citation. and: internal: quotation marks sa omitted) .. Defendant«has ‘not. met. her burden to:establish. hat. Gow Mees Pans hes Renate owas! necessary: to. facilitate. the relationship»with»Barden,: as the ~ standard: requires: > eg Ey predominate’ purpose: of the communications in question was the ultimate provision of legal advicé. Throughout the: communications, Gow is involved for public relations matters. : exchanges involving Gow, this line of emails was prompted by an inquiry fron 9 reporter. 26

the necessary elements or evidence of facilitating legal advice between client and counsel. To be sure,.some légal advice is included in the communications between: Barden, Defendant, .and Gow... However,. as the quotes above demonstrate, both Barden and:Gow provide: Defendant with what amounts to public relations, not legal, advice. It is something between business. and personal: advice, neither of which are privileged even when coming from counsel. Matter of Bekins, 62 NwY.2d -324..Furthermore, the protection of privilege is:presumptively narrow, not.broad. In re Shargel, 742 F.2d 61,--62 (2d Cir. 1984) ("Since the privilege prevents disclosure of relevant -evidence and thus impedes the quest for truth, ... it must. be strictly confined within the narrowest possible limits consistent with the logic of its principle.” (citation and* internal quotation marks omitted)). Accordingly, where Gow’s necessity has not been established, -Defendant cannot include the entire field of public relations matters into the realm of legal advice by virtue of a law that implicates press coverage. It has not been established that Gow’s input on public relations matters was necessary for Barden to communicate with 27

Defendant=or-iprévide*legal..advice; or that the primary. purpose’ of. thesé«communications»was’ the provision: of regal ;advice:. Consequently, Defendant has failed to demonstrate ‘the élements” necessary to sustain the protection of privilege with respect to “The communications inh’ each of these chains: include messages between Defendant, Barden, and Gow that were ultimately ° forwarded o As reasoned above, attorney-client privilege doés not ‘apply to the underlying emails between Defendant, Barden, and Gow.” Accordingly, they cannot be. 28 st idk ai gaa Seateisenta aarti todas Wii cane asim. i acc EDDA i SAS EA ART Rg ag rae SAK sii SA ESD ARPS ebee

See eee ees ante 8 rehabilitated by the common interest privilege. Thus, this field of documents and:the’common interest claim with | narrowed to-the communications wit Hc ouna on #1055, #1063, and: #1088, as thé remainder of the documents in question have already failed to qualify as protected under the attorney~ Client “afid-agen¢y privileges: ~~ fa? "nas | kan dth sai BEd tes ad Benes et pete? gt eet eiugie gt RESET] po Ae Rea he a SEE SS, TY a To asSert’thé-commén' interest ‘privilege, the party claiming its-protection must establish. (i) ‘the-docuiments: in question aré attorney~client Communications subjettto the attorney-client privilege, (ii). the parties ‘involved’ share a common ‘legal ”” intevestirand \(iid) “the statements for which protection is ~~ sought. were designed! to’ further’'that’ interest.” Chevron’ Corp. v. Donziger, 296 F.R.D. 168, -. 203 (S.DLN SY. 2013) ) (citations © omitted) .13 To merit any analysis regarding the presence of the attorney-client privilege; dither the underlying forwarded messages must include communications protected by the attorneyclient privilege, or the messages tj (éxcluding the forwarded materials) must themselves show some attorney-client communication. 13 “New York courts applying the common interest rule to civil proceedings have often looked to federal case law for guidance.” Egiazaryan v. Zalmayev, 290 F.R.D. 421, 433 (S.D.N.Y¥. 2013) (collecting cases). Ze i } } ; } {

As set forth above, the underlying. communications that were sent to in this:batch all. fail. te qualify as..protected. under the attorney-client privileges, because Defendant..has : failed to meet ithe. predominance. reguirement and failed to. demonstrate that Gow’s. inclusion did not.constitute waiver pursuant to the agency privilege. The emails between Defendant 4 and (exciuding, the forwarded, .communications: that include Barden and:,Gow): do: not: themselves include counsel oy. even ‘Legal advice; : and ,thus:.cannot: themselves gualify..as attorney-client! ~ communications; let alone: privileged “communications. Accordi ngly;:.these cemaijls..fail.to-meet the first element: of.-the Common: interest -privilege. Documents: #1055~58,.::#1063-64;.. and #1088-90..must. be. produced in their entirety... .. b. Document #1059 is Privileged Document: #1059 includes: messages between | and ae Unlike. the emails including messages between | Defendant, Barden, and Gow, the messages between PF BN ver it an inquiry regarding the presence of a privileged attorney~client communication. 30

Defendant swears] represented IP span [ing] several years, including 2015,” when the email in question was sent. Maxwell Decl. 9 14. Defendant has not produced an affidavit fron attesting to this fact or any representation agreement. ‘However, the communications contained in Defendant’s in camera submissions themselves demonstrate an attorney-client relationship existed. BN « cfs to himself on January 12, 2015 as hii primary counsel” in the present-tense and with respect to specific ongoing legal matters. Accordingly, an attorney-client relationship is established between P<: EE the communication from RR in. document #1059 also demonstrates it was made within the context of that relationship, both topically and chronologically. Defendant's affidavit establishes her intent that her communication with GE: esaxding legal advice was to be kept confidential. Maxwell Deci. ¥ 16. The law distinguishes between a common legal defense interest, which cloaks related communications in privilege, and a common problem, to which the privilege does not apply. WL 4203538, at *4 (N.Y¥.Sup.Ct. Nov. 28, 2007)). “{A} limited common purpose [that] necessitates disclosure” meets the standard. Defendant and BE 2; more than a common problem 31

or a common interest in one another’s vindication. xy Defendant and MBB therefore had a sufficiently common purpose that sharing their legal advice was jeccasary to put. forth a common defense. Finally, the communication in document #1059 is logistically related to furthering the common interest between and Defendant... Accordingly,.-document #1059 is... privileged. ¢. Documents #1060-61 Must Be Produced Documents #1060-61 include messages between ae EE which RR then forwarded to Defendant. Defendant has established when those years were, or even that the period of time encompassed the communications in question. This belief is completely uncorroborated, and no content within the communications tends to show that ia was acting ina representative capacity for To the contrary, the in 32

camera submissions .with P| show him to.be acting more likely on:his. own behalf and in his own interest, discussing articles..or..statements he intended.to publish to.protect his. own: rights .and. reputation. In. document #1060-61,. RM forwarded ‘this information with a.single word of warning to Defendant: “Careful fuck Dike several, other -elements. of the -in camera submissions, this communication tends to: demonstrate.that, Ea :::. a nensdnal -interests in-conflict.with nee at the tame, o£.the: communications .in. questdon, .arguaby- precluding,.an attorney-client. relationship. Defendant. has therefoxe failed: to, demonstrate any- @lement..of attorney-client. she privilege applied to, the: communications. between RE and a. Accordingly, sbhere is no-underlying attorney-client ; communications to.which, the common: interest. privilege. could. attach, and documents: #1060-61 must. be. produced. “"@. pocuments #1029, #1062, #1065, #1066, #1080, #1081, #1082, #1083, #1084, #1085~87, #1091, #1092, #1093~ 94, #1095~96, #1097, and #1098 Must Be Produced Each of these documents concerns emails. solely between Defendant and As reasoned above, Defendant and were in..a common interest relationship for ‘the purposes of these emails. However, the common interest privilege does not apply to all communications between two parties. sharing: a common interest; a privileged attorney-client communication must. stiil 33

be involved. Pem-Am., Inc. v. Sunham Home Fashions, LLC, No. 03 CIV. 13770FKRLE, 2007 WL 3226156, at *2.(S.D.N.Y. Oct. 31, 2007) (finding the common interest privilege did not apply where the document in question was not-a communication where-in the party claiming privilege sought''confidential legal advice). For example, counsel. to two*parties sharing a-common interest may communicate with one another ‘to provide legal.’ advice in furtherance’ of that’ interest, id, or two parties sharing a common interest may disclose the advice of ‘their counsel’ in furtherance of their interest. Egiazaryan, 290 F.R.D. at “434. However, the common interést: privilege only “operates to ‘protect privileges: ‘such as ‘the attorney-client’ privilege that ‘that’ would otherwise be waived by disclosure.” Id. These communications aré‘ mostly mundane exchanges and céntain'no indication that there-is any underlying communication from any attorney, even with respect to the few communications that discuss legal issues. Defendant has not ‘pled any other underlying privilege applies. Accordingly, Defendant has failed to meet her burden and these documents must be produced. e. Documents #1067~-1073 and #1074-79 Are Privileged Documents #1067-1073 and #1074-79 are mostly duplicative. In the #1074-79 series, communications between Barden, Defendant 34

and Cohen and between : Barden :«and a -«- forwarded. This same series is duplicated in #1067-73, with an additional email at the most. recent:end..of the-chain: between I ana Defendant. As-discussed -above, _attorney-client relationships have: ‘been: established.for the relevant time periods between Defendant and::Barden and between Defendant submits. Cohen, of Cohen & ‘Gresser, LLP, continued’ as her counsel after Jaffe. -Lekt. ‘Cohen: -&. Gresser. Maxwell: Decl. old. Defendant has submitted..a firm profile showing. Cohen to:bevwa-Partner-at Cohen... & Gresser. Maxwell Decl., Ex. C. Cohen i8 copied on a single email from Barden. contaihinglegal advice in. -the context: of. the purposes: for which Defendant: hired: Barden. and, originally, . Jaffe. The content. of.the. email. supports Defendant’s contention that Cohen. represented, her in. the United States, while. :-Barden represented, her interests. in. the: UK. Accordingly,..Cohen’s: presence. did-.not waive: attorney-client privilege. Privilege is therefore established to the underlying communications that -were ultimately : forwarded to Likewise, as reasoned above, . Defendant was in a common interest relationship with J Po Consequently, this entire string of communications is privileged. 35

f. Document #1099 Must Be Produced Defendant’s privilege log cites document #1099, an email HNN) as: vesponsive but protected by between Defendant and the common interest privilege. This document was not provided for in camera review. Accordingly,. Defendant has: failed to meet her burden of establishing the elements of privilege apply and > this document must “bé produced: . > 7. “Communications with and RR Documents © #1030-43, Must Be Produced Documents: #1030-43 contain a single email from Defendant to Po containing a lengthy attachment of a Defendant has failed to establish Re: in an attorney-client. relationship. Defendant has not pled any information regarding a °- relating to the communications included in the attachment. Therefore, no underlying attorneyclient privilege has been established and the common interest privilege cannot apply. These documents must be produced. 36

VI. Conclusion For the foregoing reasons and as set forth above, Plaintiff’s motion to compel is granted in part and denied in part. Defendant is directed to produce documents as set forth above on or before April 18, 2016. This matter being subject to a Protective Order dated March 17, 2016, the parties are directed to meet and confer regarding redactions to this Opinion consistent with that Order. The parties are further directed to jointly file a proposed redacted version of this Opinion or notify the Court that none are necessary within two weeks of the date of receipt of this Opinion. It is -so ordered, New York, NY April /5~, 2016 Lad ~J

Case 1:15-cv-07433-LAP Document 143 Filed 05/05/16 Page 1 of 10 United States District Court Southern District of New York Virginia L. Giuffre, Plaintiff, Case No.: 15-cv-07433-RWS V. Ghislaine Maxwell, Defendant. / PLAINTIFF’S REDACTED MOTION TO COMPEL DEFENDANT TO ANSWER DEPOSITION QUESTIONS FILED UNDER SEAL! Plaintiff Virginia Giuffre, by and through her undersigned counsel, hereby files this Motion to Compel Defendant to Answer Deposition Questions. i i ' Defendant has labelled her entire deposition transcript as Confidential at this time. Counsel for the parties conferred at the deposition regarding answering questions. 1

Case 1:15-cv-07433-LAP Document 143 Filed 05/05/16 Page 2 of 10 im” | | |

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Case 1:15-cv-07433-LAP Document 143 Filed 05/05/16 Page 8 of 10 CONCLUSION Defendant should be ordered to sit for a follow-up) i ii Dated: May 5, 2016. By: Respectfully Submitted, BOIES, SCHILLER & FLEXNER LLP /s/ Sigrid McCawley Sigrid McCawley (Pro Hac Vice) Meredith Schultz (Pro Hac Vice) Boies Schiller & Flexner LLP 401 E. Las Olas Blvd., Suite 1200 Ft. Lauderdale, FL 33301 (954) 356-0011 David Boies Boies Schiller & Flexner LLP

Case 1:15-cv-07433-LAP Document 143 Filed 05/05/16 Page 9 of 10 333 Main Street Armonk, NY 10504 Bradley J. Edwards (Pro Hac Vice) FARMER, JAFFE, WEISSING, EDWARDS, FISTOS & LEHRMAN, P.L. 425 North Andrews Avenue, Suite 2 Fort Lauderdale, Florida 33301 (954) 524-2820 Paul G. Cassell (Pro Hac Vice) S.J. Quinney College of Law University of Utah 383 University St. Salt Lake City, UT 84112 (801) 585-52027 * This daytime business address is provided for identification and correspondence purposes only and is not intended to imply institutional endorsement by the University of Utah for this private representation.

Case 1:15-cv-07433-LAP Document 143 Filed 05/05/16 Page 10 of 10 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on the 5th day of May, 2016, I electronically filed the foregoing document with the Clerk of Court by using the CM/ECF system. I also certify that the foregoing document is being served this day on the individuals identified below via transmission of Notices of Electronic Filing generated by CM/ECF. Laura A. Menninger, Esq. Jeffrey Pagliuca, Esq. HADDON, MORGAN & FOREMAN, P.C. 150 East 10 Avenue Denver, Colorado 80203 Tel: (303) 831-7364 Fax: (303) 832-2628 Email: Imenninger@hmflaw.com jpagliuca@ hmflaw.com /s/ Sigrid S. McCawley Sigrid S. McCawley 10

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK a See xX VIRGINIA L. GIUFFRE, 2 Plaintiff, Vv. GHISLAINE MAXWELL, PAS RS Defendant. be Atel euriemct oe emcsaetiensi meme ee X MOTION TO COMPEL ALL ATTORNEY-CLIENT COMMUNICATIONS AND ATTORNEY WORK PRODUCT PLACED AT ISSUE BY PLAINTIFF AND HER ATTORNEYS Laura A. Menninger Jeffrey S. Pagliuca HADDON, MORGAN, AND FOREMAN, P.C. East 10" Avenue Denver, CO 80203 303.831.7364

TABLE OF CONTENTS TABLE OF A UTHORITIRN oj oscisiccssessjanessieateciessuevecsvnvactass pentcedenyacaaseseadecsunsataedagenaiauigareesedenelas il CERTIFICATE OF CONFERRAL 000... cececsceseceseessecssecueeeseeeneeseessecsaecaaeeaeeeeesseesaecnaeeaeeees 1 INTRODUCTION 6. yscceicsccatisncpnciastc ani to tenionivavaviessdaevecouavsana th font ovacda eptiseta ass eh enlb mg aeae A 1 BACKGROUND FACTS RELEVANT TO DISPUTE... eceesesseeseceeeeeceeecesceeseesaecneeeaceneeeseees 2 1. Correspondence re: Jane Doe #1 and Jane Doe #2 v. United States... eee eeeeeeees Z 2. Correspondence re: Giuffre v. Maxwell, 15-cv-07433-RWS .......ccccccsssceessccecseeeeesteeeeneees 2 3. Correspondence re: Bradley Edwards and Paul Cassell v. Alan Dershowitz............. eee 3 4. Correspondence re: Jane Doe No. 102 v. Jeffrey Epstein... cee eeececeeceeceeeeeeeteeeeneees 3 5. Categorical Entry re: correspondence potential legal action against entities and individuals 3 I. The Attorney-Client and Work Product Privilege Standards and Limitations............. 7 Gis». ERE AMOTH VAC MCA PLIVILC DE sli tc tice ates aiid ge da dade Rasta ade heii eye ile Wa Seen 7 Dis WOEK AP FOMUCEE FIVE BE isa bends bac satonncesi al aac ace batnaaledls ican hsb eA Mansa ak Gea dee aa ft II. Plaintiff and her Attorneys Waived Attorney-Client and Work Product Privileges by Putting Plaintiff's Representation At Issue in the Dershowitz Case..........0... eee 8 a. Plaintiff's Waiver of the Attorney-Client Privilege ....cccccccccssccessceesceseeenseceseceseeeeseeeseenaeens 10 b. Edwards and Cassell’s Waivers of Attorney-Client and Work Product Privilege in the PICT SNOWED GC GSE. 6 oa bs es ociik ete aarscs aatileseetay aatay tueiSuussiyeaacasesotaas de aandsneteuey Witee noua cseui waned iS c. The elements for finding an At isSUe€ WAIVEL ALE SALISICT .....ccccccecccceceessecesessteeecesssseeeesstaas 18 III. There is No Privilege as to Communications with Scarola .............00....cccceseeeeeeeeeeeees 2D a. There is no Attorney-Client Relationship .......ccccccccccscsssceccssssceceesessecesessaneecsenssceceesenaeeesnes 22. b. Work Product Privilege has been WAIVE .....cccccecccccsesssscecesnsscecessssseeecesaesecsesseeecessuaeeesneas 23 c. There is no basis to claim common interest or joint defense Privilege ........ssccccceeseceeeenees 23 CONCTEUSIOIN :5ciucactd sorxadesereaceinieuisievsntecu den veuaesgerenea saan scaeatehaanceh ono easuseabasnuateetibeatuamentaasetans 24 CER HEICATEVOP SER VICE 5. ccuiacaisiscesdunnpascquntioneacuussavaigasayendecaateasadvanicaasanadleaunaeaanapeaiaiawens Zo

TABLE OF AUTHORITIES Bank Brussels Lambert v. Credit Lyonnais (Suisse), S.A., 210 F.R.D. 506, 509-10 (S.D.N.Y. DIVOD) sagsessavelicanteul ess eieck uasatia Gh dunes faesseid hes aes oan hes adamantane 9 Bowne of New York City, Inc. v. AmBase Corp., 150 F.R.D. 465, 488 (S.D.N.Y. 1993)....... 15, 21 Calvin Klein Trademark Trust v. Wachner, 198 F.R.D. 53, 55 (S.D.N.Y. 2000) .......cecceeecceecceeeeee 8 Chevron Corp. v. Salazar, 275 F.R.D. 437, 445-46 (S.D.N.Y. 2011)... ecccsescccesssceeeeessnseeeenees 10 Chin v. Rogoff & Co., P.C., No. 05 CIV. 8360(NRB), 2008 WL 2073934, at *6 (S.D.N.Y. May gD AO) sae sipasuszseson evny ous suse as newt Gvsisied us srsiga sen Gous gaa Gast oss nase uo e agian Sieuavaai egies oooeavaaen es 21 Drimmer v. Appleton, 628 F.Supp. 1249, 1252 (S.D.N.Y.1986)......eceecesecesecseeeseeeeeteeesecnseeneeens 20 In re Horowitz, 482 F.2d 72, 82 (2d Cir.) .ccccccccccccccccsessssecececccecsessssecececcceceesessnseceeecceseeesenseaeeeeeeeens 20 In re Von Bulow, 828 F.2d v..cececcccccccccccssssesssccccccccessssssscscccccesesssssesccsscesseuesssesccesssseuaeeseeeceeseeaea 15, 20 In ve..Steinharat Pariners, 9-F.3d230.235 20 Cir 1993) coscctoveeeieyinent serie eres ewes 9 Koumoulis v. Indep. Fin. Mktg. Grp., Inc., 295 F.R.D. 28, 39-40 (E.D.N.Y. 2013). .....cceceeseees 9 McGrath v. Nassau Cty. Health Care Corp., 204 F.R.D. 240, 244 (E.D.N.Y. 2001)............ 9,22 Schaeffler v. United States, 806 F.3d 34, 40 (2d Cir.2015)....... cc cece cece cece cence eee eee eneesensees 16 S.E.C. v. Yorkville Advisors, LLC, 300 F.R.D. 152, 162 (S.D.N.Y. 2014)... ecccecccccceceeeeeenens 25 United States ex rel Edney v. Smith, 425 F.Supp. 1038, 1052 (E.D.N.Y. 1976)... eee eeeeeeeteeee 20 United States v. Bilzerian, 926 F.2d 1285, 1292 (2d Cir.1991 ooo ccccccsccceccceeeesessseeeeeeeens 9,15 United States v. Mejia, 655 F.3d 126, 132 (2d Cir. 2011)... eeessecsecneeeeceeeeeeecsaecaeeaeeeneeeees 8 li

United States v. Nobles, 422 U.S. 225, 238 (1975). woccccccccccccsssssssececececeesessssececesceeeeesessaeeeeeeeesenenens 9 United States v. Schmidt, 105 F.3d 82, 89 (2d Cir. 1997) 0... ceesesecesecesecssecceeeceseeesecnecaeeneeees 15 Upjohn Co. v. United States, 449 U.S. 383, 389 (1981)... ccccssssccesssssececssssececsssseeeceesesseeeesesneeeees 8 Urban Box Office Network, Inc. v. Interfase Managers, L.P., No. 01 Civ. 8854, 2004 WL 25 POO, at BAS. DINGY PO Cis 21) QO ia assisted spd a cyetraae dp ieee veer ulatiee cane 10 Wultz v. Bank of China Ltd., 304 F.R.D. 384, 391 (S.D.N.Y.2015) oo. eeeeeeeeeecetecneeeneeeeeeeeees 8, 24 ili

Defendant Ghislaine Maxwell (“Ms. Maxwell”) files this Motion to Compel All Attorney-Client Communications and Attorney Work Product Placed At Issue By Plaintiff and Her Attorneys (“Motion”), and as grounds therefore states as follows: CERTIFICATE OF CONFERRAL Pursuant to Federal Rule of Civil Procedure 37(a)(1), undersigned counsel certifies that she conferred with opposing counsel regarding the issues contained herein and was unable to resolve the matter. INTRODUCTION Plaintiff and her attorneys have tied a Gordian knot of overlapping litigations, client representations and joint defense agreements. Through these multiple litigations and representations, they attempt to strategically leverage attorney-client communications and attorney work product to their tactical advantage by selectively disclosing information. Simultaneously, they desperately seek to avoid disclosure of related materials they know are unfavorable, would destroy Plaintiff's claim that she has been truthful, and reveal her attorneys’ knowledge of Plaintiff’s false statements in multiple sworn filings and her concerted media campaign. The law, however, does not permit such a manipulation of the attorney-client and work product privileges. Rather, the selective disclosure of privileged materials results in a waiver of privilege as to all such material. This waiver is broad-sweeping when, as here, the persons asserting the privileges have affirmatively put the subject matter of the materials at issue. In the most recent of their serial litigations (apart from this case), Plaintiff's own attorneys Bradley Edwards (““Edwards) and Paul Cassell (“Cassell”) sued Harvard Law Professor Alan Dershowitz (“Dershowitz”) for defamation in Florida state court. The subject matter of that litigation concerned whether Mr. Dershowitz defamed Plaintiff's attorneys by claiming a) Plaintiff is lying; b) Edwards and Cassell knew Plaintiff is lying; c) Edwards and Cassell helped 1

Plaintiff lie and helped her concoct her stories; d) Edwards and Cassell failed to properly investigate Plaintiffs allegations before filing pleadings and sworn statements on Plaintiff's behalf; and e) Edwards and Cassell were motivated to take these actions by a desire to achieve personal economic gain. This litigation put at issue all communications between Plaintiff and her attorneys as well as her attorneys’ complete work product in the investigations of Plaintiff’ s stories and accusations. The truth of the matters put at issue in the Dershowitz litigation can only be tested by examination of privileged materials, resulting in a sweeping waiver. BACKGROUND FACTS RELEVANT TO DISPUTE In her privilege log, Plaintiff has “categorically” logged five separate groups of documents she has withheld on the basis of “AC Privilege and Work Product/joint defense/common interest.”’ The documents are identified as: ip Correspondence re: Jane Doe #1 and Jane Doe #2 v. United States, Case No. 0880736-CIV-Marra, pending in the Southern District of Florida. ("CVRA Case") Plaintiff withheld documents purportedly to and from her attorneys (and others) related to legal advice regarding the CVRA Case (to which Plaintiff is not a party), and documents purportedly giving attorney mental impressions related to the CVRA Case and “evidence” related thereto. Declaration of Laura A. Menninger (“Menninger Decl..”’), Exhibit A. (i) The date range of the documents is 2011 — Present. Id. (ii) Persons identified as involved in the communications are: Plaintiff Virginia Giuffre (“Giuffre”), Brad Edwards (““Edwards”’), Paul Cassell (“Cassell’’), Brittany Henderson (“Henderson’’), Sigrid McCawley (“McCawley’”), Meredith Schultz (“Shultz”), David Boies (“Boies”), Jack Scarola (“Scarola’”), Stan Pottinger (“Pottinger”), Ellen Brockman (“Brockman’’), Legal Assistants (“Legal Assistants”), Professionals retained by attorneys to aid in the rendition of legal advice and representation (“Other Professionals”). Id. 2: Correspondence re: Giuffre v. Maxwell, 15-cv-07433-RWS, pending in the Southern District of New York (“Maxwell Case’). Id. (i) The date range of the documents is September 21, 2015— Present. Id.

(ii) Persons identified as involved in the communications are: Giuffre, Edwards Cassell, Henderson, McCawley, Schultz, Boies, Pottinger, Stephen Zach (“Zach”), Brockman, Legal Assistants and Other Professionals. Jd. a Correspondence re: Bradley Edwards and Paul Cassell v. Alan Dershowitz (“Dershowitz Case”), Case No. 15000072, pending in the Seventeenth Judicial Circuit, Broward County, Florida. (“Dershowitz Case”). Id. (i) The date range of the documents is January 2015 -Present. Jd. (ii) Persons identified as involved in the communications are: Giuffre, Edwards Cassell, Henderson, McCawley, Schultz, Boies, Pottinger, Zach, Brockman, Legal Assistants and Other Professionals. Jd. 4. Correspondence re: Jane Doe No. 102 v. Jeffrey Epstein (“Epstein Case”), Case No. 09-80656-CIV-Marra/Johnson (Southern District of Florida) (“Epstein case”’) (i) The date range of the documents is 2009 — Present (ii) Persons identified as involved in the communications are: Giuffre, Bob Josefsberg, Katherine W. Ezell, Amy Ederi, other Podhurst attorneys, Legal Assistants, and Professionals retained by attorneys to aid in the rendition of legal advice. Id. D “This categorical entry is regarding correspondence potential legal action against entities and individuals.” (same description re potential litigation) (i) The date range of the documents is from January 2015 —Present. (ii) Persons identified as involved in the communications are: Giuffre, Edwards Cassell, Henderson, McCawley, Schultz, Boies, Pottinger, Zach, Brockman, Legal Assistants and Other Professionals. Plaintiff is withholding “Approx. 1.3 kilobytes [of documents] overlapping with other cases” based on the categorically logged entries in Paragraph 1. According to her most recent interrogatory response, Plaintiff has been represented in various litigation matters identified above as follows: (a) Pottinger, Boies, and McCawley (along with other Boies Schiller & Flexner LLP (“Boies Schiller’) attorneys represent Ms. Giuffre as a non-party in the Dershowitz Case, starting in February 2015. (b) Edwards (along with other Farmer, Jaffe, Weissing, Edwards, Fistos & Lehrman, P.L. attorneys), Cassell, Pottinger, Boies and McCawley and Boies Schiller attorneys represent Ms. Giuffre in the Maxwell case, “the complaint of which was filed in September, 2015.” Id.

(c) Cassell represents Ms. Giuffre as a non-party in the CVRA Case, starting in May of 2014. Id. (d) Edwards and other Farmer, Jaffe attorneys represent Ms. Giuffre as a non-party in the CVRA Case, starting in 2011. Jd. (e) Cassell provided Ms. Giuffre with legal advice concerning potential legal action starting in early 2011. Id. 9) Cassell, Edwards and other Farmer, Jaffe attorneys, Pottinger, Boies (along with other Boies Schiller attorneys) represent Ms. Giuffre regarding investigations into potential legal action starting in the second half of 2014. Id. (g) According to Plaintiff, she has never been represented by Scarola. Menninger Decl., Ex. B at 4. The CVRA Case In the CVRA Case, Edwards (starting in 2011) and Cassell (starting in May 2014) have represented Plaintiff in attempting to obtain joinder in the pending action. On December 30, 2014, Cassell and Edwards filed a pleading titled "Jane Doe #3 and Jane Doe #4's Motion Pursuant to Rule 21 for Joinder in Action" in the CVRA Case. Menninger Decl., Ex C (the "Joinder Motion"). The Joinder Motion contained a number of allegations on behalf of “Jane Doe # 3,” who is actually Ms. Giuffre, the Plaintiff in this case. The allegations include that “Epstein also sexually trafficked the then-minor Jane Doe [#3], making her available for sex to politically-connected and financially-powerful people." The "politically-connected and financially powerful people" identified by Edwards and Cassell by name in the Joinder Motion as having had sexual relations with Jane Doe #3 were Prince Andrew, Duke of York ("Prince Andrew"), Ms. Maxwell, Jean Luc Brunel ("Brunel") and Alan Dershowitz (“Dershowitz”). Id. at 3-6.' litheaudae tn the CRA Case cubscquently struck these allegations, stating “[a]t this juncture in the proceedings, these lurid details are unnecessary to the determination of whether Jane Doe 3 and Jane Doe 4 should be permitted to join Petitioners’ claim that the Government violated their rights under the CVRA. The factual details regarding with whom and where the Jane Does engaged in sexual activities are immaterial and impertinent to this central claim 4

Following the Joinder Motion, Dershowitz made numerous public appearances in which he vigorously denied the allegations, stated that Edwards and Cassell “are lying deliberately,” and that if Cassell and Edwards “had just done an hours’ worth of work, they would have seen she [Plaintiff] is lying through her teeth.” See Menninger Decl., Ex. E at 9-10. The Dershowitz Case On January 6, 2015, Edwards and Cassell initiated litigation against Dershowitz - the Dershowitz Case. See Menninger Decl., Ex. F. In the Dershowitz Case, Edwards and Cassell sued Dershowitz for defamation claiming that Dershowitz’s public statements — that they and their client were lying and that they failed to investigate their client’s claims — were false. The Complaint by Edwards and Cassell alleged that “[i]mmediately following the filing of what Dershowitz knew to be an entirely proper and wellfounded pleading, Dershowitz initiated a massive public media assault on the reputation and character of Bradley J. Edwards and Paul G. Cassell accusing them of intentionally lying in their filing, of having leveled knowingly false accusations against the Dershowitz without ever conducting any investigation of the credibility of the accusations, and of having acted unethically to the extent that their willful misconduct warranted and required disbarment.” Menninger Decl., Ex. F, { 17. Edwards and Cassell claimed as false Dershowitz’s statements that “Edwards and Cassell failed to minimally investigate the allegations advanced on behalf of their client [Virginia Giuffre] and even that they sat down with her to contrive the allegations.” Menninger Decl., Ex. E at 9. During the Dershowitz litigation, Edwards and Cassel responded to interrogatories and requests for production issued by Dershowitz. Menninger Decl., Ex. G. Interrogatory No.1 asked: (1.e., that they were known victims of Mr. Epstein and the Government owed them CVRA duties), especially considering that these details involve non-parties who are not related to the respondent Government. These unnecessary details shall be stricken.” See Menninger Decl., Ex. D. >

“State verbatim or as close as possible Each statement by Dershowitz that You assert defamed You,” to which Edwards and Cassel responded with nine pages of statements made by Dershowitz in the press where Dershowitz states: 1) Plaintiff is lying; 2) Edwards and Cassel know Plaintiff is lying; 3) Edwards and Cassel helped Plaintiff lie and “put words in her mouth”; and 4) Edwards and Cassel failed to properly investigate Plaintiff's allegations before publicizing Plaintiff's statements. Menninger Decl., Ex. G at 3-11. Edwards and Cassell further stated that the listed Dershowitz press statements were defamatory because “[t]he factual assertions contained or implied in the statements quoted in answer to Interrogatory Number | were not true, notably with regard to claims that Edwards and Cassell were deliberately lying, had failed to conduct an investigation of the allegations before filing them, had manipulated or conspired with Jane Doe No. 3 to make intentionally false allegations about Mr. Dershowitz, and that Plaintiffs were motivated to participate in the filing of knowingly false accusations against the Defendant by a desire to achieve personal economic gain.” Menninger Decl., Ex. G at 11, Response to Interrog. 2. At the time the Dershowitz Case was filed, Edwards, Cassell and Boies represented Plaintiff regarding “potential litigations.” See supra at { 3f. Plaintiff, Edwards and Cassell claim to be in a joint defense or common interest agreement relating to the Dershowitz Case (Menninger Decl., Ex. H at 205:19-206:7), although no such agreement has ever been produced. Plaintiff and her counsel actively participated in the Dershowitz Case. Plaintiff provided a declaration in the Dershowitz Case in support of the claims against Dershowitz. Menninger Decl., Ex. I. Plaintiff also sat for a deposition in the Dershowitz Case and testified in a manner expected to support Edwards’ and Cassell’s claims. Menninger Decl., Ex. H. Her counsel filed 12 pleadings in that matter.

I. The Attorney-Client and Work Product Privilege Standards and Limitations a. The Attorney-Client Privilege “The attorney-client privilege protects communications (1) between a client and his or her attorney (2) that are intended to be, and in fact were, kept confidential (3) for the purpose of obtaining or providing legal advice.” United States v. Mejia, 655 F.3d 126, 132 (2d Cir. 2011). The purpose of the privilege “is to encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice.” Upjohn Co. v. United States, 449 U.S. 383, 389 (1981). “In order to balance this protection of confidentiality with the competing value of public disclosure, however, courts apply the privilege only where necessary to achieve its purpose and construe the privilege narrowly because it renders relevant information undiscoverable.” Mejia, 655 F.3d at 132. Because the privilege “stands in derogation of the search for truth so essential to the effective operation of any system for justice ... the privilege must be narrowly construed.” Calvin Klein Trademark Trust v. Wachner, 198 F.R.D. 53, 55 (S.D.N.Y. 2000) (citing United States v. Nixon, 418 U.S. 683, 710 (1974)). “The party invoking the privilege also has the burden to show that the privilege has not been waived.” Wultz v. Bank of China Ltd., 304 F.R.D. 384, 391 (S.D.N.Y.2015). b. Work Product Privilege The work-product privilege protects documents either created by counsel or at counsel's directive, in anticipation of litigation. See In re Grand Jury Subpoenas Dated March 19, 2002 & August 2, 2002, 318 F.3d 379, 383 (2d Cir. 2003). The attorney work-product privilege “shelters the mental processes of the attorney, providing a privileged area within which he can analyze and prepare his client's case.” United States v. Nobles, 422 U.S. 225, 238 (1975). Again, the party

asserting the work-product privilege “bears the heavy burden of establishing its applicability.” In re Grand Jury Subpoena Dated July 6, 2005, 510 F.3d 180, 183 (2d Cir. 2007). Work product “includes both opinion work product, such as an attorney's mental impressions or legal theories, and fact work product, such as factual investigation results.” Koumoulis v. Indep. Fin. Mktg. Grp., Inc., 295 F.R.D. 28, 39-40 (E.D.N.Y. 2013), aff'd, 29 F. Supp. 3d 142 (E.D.N.Y. 2014). “Both the attorney-client and work-product privileges may be waived if a party puts the privileged communication at issue by relying on it to support a claim or defense.” Id. II. Plaintiff and her Attorneys Waived Attorney-Client and Work Product Privileges by Putting Plaintiff’s Representation At Issue in the Dershowitz Case “The [attorney-client] privilege may implicitly be waived when [a party] asserts a claim that in fairness requires examination of protected communications.” United States v. Bilzerian, 926 F.2d 1285, 1292 (2d Cir.1991); see also McGrath v. Nassau Cty. Health Care Corp., 204 F.R.D. 240, 244 (E.D.N.Y. 2001) (“Parties may waive any work product protection by putting the privileged information at issue’’). Courts determine whether a subject matter has been placed at issue based on whether “(1) assertion of the privilege was a result of some affirmative act, such as filing suit, by the asserting party; (2) through this affirmative act, the asserting party put the protected information at issue by making it relevant to the case; and (3) application of the privilege would have denied the opposing party to information vital to his defense.” Bank Brussels Lambert v. Credit Lyonnais (Suisse), S.A., 210 F.R.D. 506, 509-10 (S.D.N.Y. 2002) (quoting Hearn v. Rhay, 68 F.R.D. 574, 581 (E.D.Wash.1975)). “[C]ourts have generally applied the Hearn [at issue] doctrine liberally, finding a broad waiver of attorney-client privilege where a party asserts a position “the truth of which can only be assessed by examination of the privileged communication.” Bank Brussels Lambert, 210 F.R.D. at 508.

After a party voluntarily discloses attorney-client communications or work-product information “to an adversary in one proceeding, it cannot withhold the same documents on the basis of privilege in a subsequent proceeding, even if that subsequent proceeding involves a different adversary.” Chevron Corp. v. Salazar, 275 F.R.D. 437, 445-46 (S.D.N.Y. 2011); see also In re Steinhardt Partners, 9 F.3d 230, 235 (2d. Cir. 1993) (“The waiver doctrine provides that voluntary disclosure of work product to an adversary waives the privilege as to other parties [in a subsequent proceeding].”); Urban Box Office Network, Inc. v. Interfase Managers, L.P., No. 01 Civ. 8854, 2004 WL 2375819, at *3-4 (S.D.N.Y. Oct. 21, 2004) (applying same principle to waive attorney-client privilege). This, of course, makes sense because “where a party voluntarily undertakes actions that will predictably lead to the disclosure of [a] document, then waiver will follow.” Chevron Corp., 275 F.R.D. at 445-46 (internal citations omitted). “The scope of the attorney-client privilege waiver is determined on a case by case basis by considering the context of the waiver and the prejudice caused to the other party by permitting partial disclosure of privileged communications.” McGrath, 204 F.R.D. at 244 (E.D.N.Y. 2001) (citing In re Grand Jury Proceedings, 219 F.3d 175, 190 (2d Cir.2000)). “As in the attorneyclient context, fairness and prejudice concerns define the scope of any work product waiver.” Id. at 192. Factors considered by the Second Circuit to find a broad waiver appropriate include “(1) whether substantive information has been revealed; (2) prejudice to the opposing party caused by partial disclosure; (3) whether partial disclosure would be misleading to a court; (4) fairness; and (5) consistency.” Id.

a. Plaintiff's Waiver of the Attorney-Client Privilege Edwards and Cassell sued Dershowitz for defamation claiming that Dershowitz’s public statements about their representation of client were false. At the time those claims were filed, Edwards and Cassell represented Plaintiff in the CVRA Case. She was also represented by Edwards, Cassell and Boies regarding “potential litigation.” The statements Edwards and Cassell claimed as false included that “Edwards and Cassell failed to minimally investigate the allegations advanced on behalf of their client [Virginia Giuffre] and even that they sat down with her to contrive the allegations.” The allegations Edwards and Cassell failed to minimally investigate and/or contrived where the allegations made by Plaintiff in the CVRA Joinder Motion. Dershowitz counterclaimed against Edwards and Cassell suing them for 1) the publication of the false allegations of Giuffre in the Joinder Motion and 2) defamation for their extra-judicial false statements concerning Dershowitz and his alleged involvement with Giuffre. Plaintiff and her counsel McCawley actively participated in the Dershowitz Case and affirmatively waived any attorney-client privilege over Plaintiff's communications. Plaintiff produced documents, sat for a deposition (Menninger Decl., Ex. H) and provided a sworn declaration (Menninger Decl., Ex. I). Through her participation in the case, Plaintiff specifically discussed her communications with Edwards and Cassell. In her sworn declaration, she discussed the following attorney communications: e Her conversation with Brad Edwards in 2011 when she first told him her story. This was followed by a telephone conversation with Edwards and his attorney, Scarola, which was recorded with her knowledge and consent and which has been filed in multiple court papers and given to the press” (Menninger Decl., Ex I at {| 55-56); * Edwards participated in this call as Plaintiff's attorney. Plaintiff believed that the conversation was covered by attorney-client privilege. See Menninger Decl., Ex. J, (email between Plaintiff and Sharon Churcher crafting communication to Edwards regarding publication of privileged communication). Yet, when the conversation was sent to the press, and used in later court filings, Plaintiff did nothing to stop the publication of this privileged 10

e Her discussions with Edwards and Cassell of her representation in the CVRA Case (id. at {| 61); e Her directions to counsel to pursue criminal charges (id. at { 65); e Inher conversations with her attorneys “no one” has “pressured” her to identify Dershowitz as a person who allegedly abused her (id. at { 67); e Her authorization to her attorney to file various affidavits including her stories (id. at {| 67); e Her attorneys’ belief in the truth of her statements (id. at { 68). Plaintiff's waiver of her attorney-client privilege was solidified during her deposition in the Dershowitz Case. At the conclusion of questioning by Dershowitz’s counsel, and after off the records discussions between and among McCawley, Edwards, Cassell and Jack Scarola (counsel for Edwards and Cassell), Mr. Scarola then asked Plaintiff a series of questions directly discussing her communications with her counsel. McCawley made no objection and Plaintiff responded to each question. Scarola asked if Edwards pressured or encouraged her to lie: Menninger Decl., Ex. H at 202:5-202:12. Scarola asked similar questions concerning Cassell. Id. at 202-03. The questioning, however, was not limited to Plaintiff's conversations with Edwards and Cassell. Scarola’s final question, again answered without objection by McCawley, was: communication. This alone is sufficient to waive the attorney-client privilege communication as between Edwards and Plaintiff. See infra, p. 19-20. 11

Menninger Decl., Ex. H at 203:18-204:7. There is no mechanism by which Plaintiff could respond to any of these questions with the answer “never” unless she is recollecting and relying on the content of each and every communication she had with Edwards, Cassell and any other person (including each and every one of her attorneys) about the “topics covered” in the deposition. The topics covered in the deposition were wide ranging including the full breadth of statements she and her counsel had made in the CVRA Case, identification of the “high powered” individuals with whom she claims to have had sexual relations, when and how she allegedly met Epstein, the timing and specifics of her alleged encounters with Dershowitz, Prince Andrew, Maxwell and others, and her interviews with and statements to media outlets. In other words, the topics included every story Plaintiff has ever told concerning the time she claims she was a “sex slave.” Notably, the Special Master overseeing Plaintiff's deposition in the Dershowitz Case immediately recognized the waiver. On re-direct, the following colloquy occurred:

Menninger Decl., Ex. H at 205:15-206:10. This testimony directly placed Plaintiff’s attorney-client communications and work product at issue in the Dershowitz Case. Edwards and Cassell took the affirmative position that Dershowitz’s statements that Edwards and Cassell helped Plaintiff fabricate her stories were false and defamatory. See Menninger Decl., Ex E, p. 2 (“Dershowitz went so far as to repeatedly accuse Edwards and Cassell of criminal misconduct in actively suborning perjury and fabricating the allegations of misconduct against him - acts that would warrant their disbarment from the legal profession. .. . Put simply, Dershowitz has made highly defamatory allegations that have no basis in fact”). Communications between Plaintiff and her attorney were a central issue in the claims brought by Edwards and Cassell, and Plaintiff voluntarily testified regarding those communications. Plaintiff was acutely aware of how the information was being utilized in the Dershowitz Case. According to Plaintiff, she is a party to a joint defense or common interest agreement with Messrs. Edwards and Cassell. When the Dershowitz Case was filed, a mere week after the filing of the Joinder Motion on Plaintiff's behalf, Edwards and Cassell represented Plaintiff, who Dershowitz had also threatened to sue. Thus, Edwards and Cassell allegedly act both as Plaintiffs attorneys and her joint-defense or common interest partners. Plaintiff was aware that what was, or in this case was allegedly not, said between her and her attorney would be affirmatively used by her counsel/joint defense partners in support of their claims. She authorized the disclosure and testified, both with the assistance of McCawley. 13

Plaintiff, on behalf of her joint defense partners, provided evidence to support the factual claim neither Edwards or Cassell (nor anyone else) asked Plaintiff to lie about her stories of alleged sexual abuse and trafficking. The only way the truth of that issue can be tested is through the examination of all her communications about her stories, with attorneys or otherwise. See Bowne v. AmBase Corporation, 150 F.R.D. 465, 488 (S.D.N.Y.1993), aff'd by 161 F.R.D. 258 (S.D.N.Y.1995) (otherwise privileged communications put in issue where party “asserts a factual claim the truth of which can only be assessed by examination of a privileged communication”); United States v. Bilzerian, 926 F.2d 1285, 1292 (2d Cir.1991) (“[a] defendant may not use the privilege to prejudice his opponent's case or to disclose some selected communications for self-serving purposes. Thus, the privilege may implicitly be waived when defendant asserts a claim that in fairness requires examination of protected communications.”); In re von Bulow, 828 F.2d at 101—02 (“[I]t has been established law for a hundred years that when the client waives the privilege by testifying about what transpired between her and her attorney, she cannot thereafter insist that the mouth of the attorney be shut. From that has grown the rule that testimony as to part of a privileged communication, in fairness, requires production of the remainder.”); United States v. Schmidt, 105 F.3d 82, 89 (2d Cir. 1997) (criminal defendant who testified that she was never advised by her attorney of the fifth amendment implications of proceeding pro se put at issue all communications with her former attorney and her knowledge of the law as informed by her attorney-client communications). “(T]he attorney-client privilege cannot at once be used as a shield and a sword.... A defendant may not use the privilege to prejudice his opponent's case or to disclose some selected communications for self-serving purposes.” Bilzerian, 926 F.2d 1285, 1292 (2d Cir. 1991) (internal citations omitted); Locascio, 357 F.Supp.2d 536, 550 (E.D.N.Y. 2004) (“The privilege 14

may not simultaneously be used as a shield and a sword; where a defendant opens the door by waiving the attorney-client privilege, . . . the [party] cannot open the door only to the information he would like to admit.”) Plaintiff has used her attorney communications as a sword on behalf of her joint defense partners, and therefore her communications with her attorneys are no longer shielded. Plaintiff also testified that she shared her conversations and communications with Edwards to unrelated third parties. In particular, she shared her communications with a reporter for the Daily Mail Online, Sharon Churcher. See Menninger Decl., Ex. K, at 297:5-300:6. There is no doubt that sharing attorney-client communications with a third-party, particularly when that third party is a member of the press, acts to waive any claim of privilege. Schaeffler v. United States, 806 F.3d 34, 40 (2d Cir.2015). (“A party that shares otherwise privileged communications with an outsider is deemed to waive the privilege by disabling itself from claiming that the communications were intended to be confidential.”). b. Edwards and Cassell’s Waivers of Attorney-Client and Work Product Privilege in the Dershowitz Case In addition to Plaintiff's direct waiver, Plaintiff's counsel/joint defense partners Edwards and Cassell waived both attorney-client privilege and protection of their work product by putting those matters at issue in the Dershowitz Case. The scope of the subject matter put at issue in the Dershowitz Case could not be broader. Edwards and Cassell pleaded and argued at every conceivable turn that: 1) they had a good faith belief that Ms. Giuffre’s allegations — communicated to them by Giuffre -- were true; 2) they conducted a thorough investigation of Ms. Giuffre’s claims (their work product regarding Plaintiff and her allegations); 3) that Ms. Giuffre and her story were credible; 4) they did not have any communications or encourage 15

Plaintiff to fabricate facts or portions of her stories; and 5) they were not motivated in taking their actions by potential financial gain. Edwards and Cassell point to both communications with Plaintiff and their own work product in an attempt to prove their claims. By way of example, in the Motion for Summary Judgement in the Dershowitz Case, Edwards and Cassell make the following assertions, citing attorney-client-privileged communications and work product documents in support of their claims and defenses: e “Ms. Giuffre has submitted a sworn affidavit, not only attesting to the truthfulness of her allegations against Dershowitz but also about the fact that she told her lawyers about these claims.” (emphasis supplied) (attorney-client communications); e “The assertions of sexual abuse are more than adequately corroborated by compelling circumstantial evidence which is detailed at length by Cassell in his deposition.” (work product/investigations); e “Regardless of whether Dershowitz sexually abused Ms. Giuffre, Edwards and Cassell clearly had a good faith basis for relying on the sworn representations of their client.” (attorney-client communications, attorney thought process); e “Edwards and Cassell had clearly conducted extensive investigation into the basis for Ms. Giuffre's allegations” (work product); e “the undisputed record evidence establishes that Edwards and Cassell had every right following their detailed investigation to rely on Ms. Giuffre's credibility” (attorney-client communication, work-product and investigations, thought process and credibility assessments); e “The good faith basis for Edwards and Cassell's reliance on Giuffre's allegations is laid out in detail by Professor Cassell in more than 50 pages of sworn testimony during his deposition. See Depo. Transcript of Paul Cassell (Oct. 16 & 17, 2015), at 61-117 (Exhibit #3)” (attorney investigative activities, work-product and attorney thought process based on what they “knew” through attorney-client communications). e “Edwards and Cassell clearly had a powerful basis for believing their client's allegation that she had been sexually abused by Dershowitz, particularly where she had made this allegation to them as far back as 2011” (attorney-client communications) e “Dershowitz made false and defamatory statements by alleging that two experienced and capable attorneys who thoroughly investigated and believed Ms. Giuffre's allegations in good faith should be disbarred” (work-product, investigation of alleged acts and investigation of credibility). Menninger Decl., Ex E, at 1-13. 16

In addition to the Motion for Summary Judgment, Mr. Cassell in his deposition spent more than 50 pages detailing the investigations and assessment of all of the evidence used as a factual basis for the Joinder Motion in the CVRA Case on behalf of Plaintiff. Menninger Decl., Ex. Lat 61-117. During this soliloquy, Cassell details his and Edwards thought processes in assessing the claims, their evaluation of the evidence they reviewed, and all other information that he had to believe Plaintiffs stories. He specifically refers to Plaintiff, their evaluation of the evidence in light of the information they “knew” about Plaintiff, and their evaluation and thought process of how the evidence supported her stories. Of course, the information they “knew” about Plaintiff was a direct result of her attorney-client communications with them, and their evaluation of that evidence in the case is clearly work product. In reciting the work product he 9499 believes supports “Virginia’s” story, Cassell states that this is “important to Virginia” and “TI want to do a good job for Virginia Roberts on -- on representing all the -- the evidence that is available to support her.” Menninger Decl.., Ex. L at 102:1-3 & 118:7-8. Having put these matters directly at issue, and utilizing both their work-product and attorney-client communications in support of the claims, there is a complete waiver of protection over 1) the content of communications between Plaintiff and her attorneys, and 2) her attorneys’ work product and thought process in investigating and “reasonable belief” in the claims.° Ina joint press release relating to the settlement of the Dershowitz Case, Plaintiff and her attorneys again affirmatively cite to Plaintiff's communications with them, their investigation of her statements, and their assessment of her credibility. The references include the time frame prior to their initial filing as well as information discovered throughout the course of the Dershowitz Cases. In that press release, Edwards and Cassel stated “Edwards and Cassell maintain that they filed their client's allegations in good faith and performed the necessary due diligence to do so, and have produced documents detailing those efforts.” Menninger Decl., Ex. M, p.1. The press release continues in stating that it was a “mistake” to have filed sexual misconduct allegations against Dershowitz citing, among other things, “the records and other documents produced by the parties.” Jd. at 2. These public statements provide a further waiver over the work product that led to the public acknowledgement that filing the lawsuit and reliance on Plaintiff's allegations was a “mistake.” 17

c. The elements for finding an at issue waiver are satisfied As discussed above, “courts have generally applied the [at issue] doctrine liberally, finding a broad waiver of attorney-client privilege where a party asserts a position “the truth of which can only be assessed by examination of the privileged communication.” Bank Brussels Lambert, 210 F.R.D. at 508. All of the factors for waiver have been met: “(1) assertion of the privilege was a result of some affirmative act, such as filing suit, by the asserting party; (2) through this affirmative act, the asserting party put the protected information at issue by making it relevant to the case; and (3) application of the privilege would have denied the opposing party to information vital to his defense.” Jd. 210 F.R.D. at 509-10. Here, Edwards and Cassell, with the full knowledge and consent of Plaintiff, took the affirmative act of filing and participating in the Dershowitz Case. Through this affirmative act, they put at issues what Plaintiff told her attorneys, whether it was true, whether her attorneys helped her concoct additional allegations that would help her position, whether they adequately investigated her claims, their basis for believing Plaintiff was credible, and if they and their client were motivated to file false claims by a desire for financial gain. As discussed above, Plaintiff voluntarily and affirmatively waived the attorney-client privilege through her testimony. That alone is sufficient to find an at issue waiver. Plaintiff also permitted the waiver of the attorney-client privilege by permitting Edwards and Cassell to put her communications with them and her attorneys’ work product at issue with her full knowledge and consent. Plaintiff is a party to a joint defense agreement with Edwards and Cassell. She and her attorneys were involved in communication about the Dershowitz Case beginning in January 2015. The case was preemptively filed to beat Dershowitz to the courthouse, before he could act on his public statements that he intended to sue both Plaintiff and her attorneys for, among other 18

things, defamation. Plaintiff did nothing to stop her counsel from filing the Complaint, despite the fact that it would necessarily put her communications with her counsel at issue. And, she actively participated in the litigation. Indeed, the testimony of Cassell makes clear that the purpose of the litigation was for Plaintiffs benefit, and that he wanted to do a “good job” for her. Normally, an attorney cannot waive the attorney-client privilege without his client’s knowledge and consent. In re von Bulow, 828 F.2d at 101. But, “[a] client may nonetheless by his actions impliedly waive the privilege or consent to disclosure.” Jd., 828 F.2d 94, 101 (2d Cir. 1987) (citing See United States ex rel Edney v. Smith, 425 F.Supp. 1038, 1052 (E.D.N.Y. 1976) (implied waiver), aff'd, 556 F.2d 556 (2d Cir.), cert. denied, 431 U.S. 958 (1977); Drimmer v. Appleton, 628 F.Supp. 1249, 1252 (S.D.N.Y.1986) (implied consent); Wigmore, supra, § 2327)). In certain circumstances, an attorney may have “an implied authority to waive the privilege on behalf of his client.” Drimmer, 628 F.Supp. at 1251; see also In re von Bulow, 828 F.2d at 101. “Tt is the client's responsibility to ensure continued confidentiality of his communications.” Id. Ifa client is aware of her attorney’s waiver of privilege and takes no action to preserve confidentiality, the privilege is lost. Id.; In re Horowitz, 482 F.2d 72, 82 (2d Cir.), cert. denied, 414 US. 867 (1973) (“i]t is not asking too much to insist that if a client wishes to preserve the privilege under such circumstances, he must take some affirmative action to preserve confidentiality”). This situation is analogous to a client asserting advice of counsel as a defense, a situation in which an at issue waiver of the full scope of attorney-client communications is automatic. See Bilzerian, 926 F.2d at 1292 (defendant’s testimony that he thought his actions were legal would have put his knowledge of the law and the basis for his understanding of what the law required into issue, directly implicating his conversations with counsel); Chin v. Rogoff & Co., P.C., No. 19

05 CIV. 8360(NRB), 2008 WL 2073934, at *6 (S.D.N.Y. May 8, 2008) (in suit for damages against tax advisor for negligence in providing tax advice, reliance and causation could only be assessed through invading the attorney-client privilege and examining the nature of counsel’s advice to determine different advice was given by attorneys). The at issue waiver is complete “even if a party does not attempt to make use of a privileged communication” Bowne of New York City, Inc. v. AmBase Corp., 150 F.R.D. 465, 488 (S.D.N.Y. 1993) (discussing Bilzerian, 926 F.2d 1285); Chin, 2008 WL 2073934, at *6 (waiver occur even where client does not reference attorney communications if review of communications is necessary to establish an element of a claim). Here, Edwards and Cassell put the issue of their “good faith” reliance on Plaintiffs communications to them affirmatively at issue, as well as their investigation of what she told them in those communications. Having done so with Plaintiff's knowledge and consent, and without her protest, the waiver is complete. The application of the privilege here, after it has been selectively waived, denies Ms. Maxwell information vital to her defense. By way of very limited example, in the case at bar, Plaintiff claims that she was defamed when Ms. Maxwell stated that the allegations Plaintiff made in the Joinder Motion, included allegations regarding Dershowitz, Ms. Maxwell and Prince Andrew, were false. In the Joinder Motion Edwards and Cassell boldly state “Epstein required Jane Doe #3 to have sexual relations with Dershowitz on numerous occasions while she was a minor, not only in Florida but also on private planes, in New York, New Mexico, and the U.S. Virgin Islands.” Menninger Decl., Ex. C at 4. Edwards and Cassell, however, had doubts about Plaintiff's allegations based on their own investigation, including whether Dershowitz and Plaintiff were ever on Epstein’s plane together. Cassell identified flight logs Edwards and he reviewed as supporting the allegations made by Plaintiff. Menninger Decl., Ex. L at 69-70. He 20

admits, however, that there is not a single log entry that put Dershowitz and Plaintiff on the same plane.* Having put at issue their investigation and “good faith belief” in Plaintiff's stories, they must provide all information about anything that both supports and undermines Plaintiffs story and their own belief in the credibility of that story. Plaintiff will undoubtedly attempt to prop-up her claims that she was telling the truth through use of the investigative material, work product, mental impressions and opinions on her credibility offered by her attorneys/joint defense partners, Edwards and Cassell. Ms. Maxwell cannot be denied access to information showing her attorney’s work and investigation shows Plaintiffs stories were fabricated, including the details uncovered demonstrating Plaintiff's lack of credibility. Each of the factors considered by the Second Circuit to find a broad waiver weighs in favor of finding such a waiver here. The factors are “(1) whether substantive information has been revealed; (2) prejudice to the opposing party caused by partial disclosure; (3) whether partial disclosure would be misleading to a court; (4) fairness; and (5) consistency.” McGrath v. Nassau Cty. Health Care Corp., 204 F.R.D. 240, 244. Cassell and Edwards have revealed in extensive detail their work-product demonstrating why they believed Plaintiff’s allegations and incorporated them in the Joinder Motion. It would be prejudicial for Plaintiff to be able to support her claim in this case that she is not a liar using her attorney’s testimony and work product, while preventing discovery of work-product and communications that would prove otherwise or cast doubts on Plaintiff's credibility. It would be 3 My question, Mr. Cassell, is: You reviewed the flight logs, correct? A. Correct. Q. You reviewed them in some detail, correct? A. Correct. Q. Is there any entry on those flight lines -- logs that you read as putting Professor Dershowitz and Miss Roberts on the same plane? A. No. Menninger Decl., Ex. L 206:3-11. 21

misleading to the court or any jury to hear testimony from Plaintiff's counsel about all the factual basis, work product and thought process on which they relied in making the allegations in the Joinder Motion, but refusing to permit Ms. Maxwell discovering or presenting contradicting information that Plaintiff's attorneys had, including information that led them to conclude that it was a “mistake” to have filed sexual misconduct allegations against Dershowitz. Fairness and consistency require that Plaintiff and her attorneys be required to disclose all work product and attorney-client communications relating their investigations of Plaintiffs statements and story as alleged in the CVRA Case, their investigations of the allegations, their assessment of the credibility of the allegations, and contradictory evidence uncovered. II. There is No Privilege as to Communications with Scarola Plaintiff listed on her privilege log Jack Scarola, Edwards and Cassell’s attorney, as an individual who received or sent communications or documents relating to the CVRA Case. The log does not state what these documents are, instead including them as part of the “categorical” logging. The “Types of Privileges” identified are Attorney Client, Work Product, and Joint Defense/Common Interest. It is entirely unclear how any of these protections can be invoked regarding communications including Scarola or over documents provided by or to him. a. There is no Attorney-Client Relationship Plaintiff specifically states in her interrogatory responses that Scarola is not and has never been her attorney. Thus, there can be no attorney-client-communications between Plaintiff and Scarola. If there were, Plaintiff has clearly and voluntarily waived any privilege. 22

b. Work Product Privilege has been Waived In 2011, Scarola acted as Edward’s attorney in a case captioned Epstein v. Edwards, Case No. 502009CA040800XXXMB, in the Circuit Court for the Fifteenth Judicial Circuit, Palm Beach County, Florida (the “Epstein v. Edwards Case.”). That action is still pending. According to the most recent discovery responses, Edwards represented Plaintiff in the CVRA Case at the same time. SOF, {(d). On April 7, 2011, Edwards, Scarola and Plaintiff had a telephone conversation, recorded with the knowledge and consent of Plaintiff. Menninger Decl., Ex N at 1. The content of the conversation is a detailed interview of Plaintiff recounting her story of her time with Epstein. The transcript of that conversation, clearly marked “Work Product,” has been produced widely and attached to multiple court filings. It was used affirmatively in the Epstein v. Edwards Case and filed on May 17, 2011 in that case. See Menninger Decl., Ex. O (Notice of Filing). It was also used affirmatively in the CVRA Case. See Menninger Decl., Ex. P, DE #290, Exhibit 3. It was produced in this case and in the Dershowitz Case by Plaintiff and her counsel. See Menninger Decl., Ex. Q. It apparently was also transmitted to the press. See Menninger Decl., Ex. J. As discussed above, putting information contained in this “work product” document at issue waives of any protection and extends to any and all work product of Scarola related to Plaintiff or her claims and stories. c. There is no basis to claim common interest or joint defense privilege It bears repeating that “[t]he party asserting the privilege ... bears the burden of establishing its essential elements.” Mejia, 655 F.3d at 132; see also Wultz v. Bank of China Ltd., 23

304 F.R.D. 384, 391 (S.D.N.Y.2015) (“The party invoking the privilege also has the burden to show that the privilege has not been waived.”’). Plaintiff provides no basis for claiming a common interest or joint defense with anyone related to the CVRA case. The only two people Scarola represents, to Ms. Maxwell’s knowledge, are Edwards and Cassell. They are the attorneys in the CVRA case, and by definition should not have a personal or common interest with the parties in that litigation. Regardless, it is Plaintiff's burden to establish that such and interest exists, who is involved, and Scarola’s role. Having failed to provide any of the information necessary to establish the applicability of these privileges, they are waived. See S.E.C. v. Yorkville Advisors, LLC, 300 F.R.D. 152, 162 (S.D.N.Y. 2014) (failure to provide adequate descriptions of the subject matter, authors and recipients of the withheld documents resulted in waiver of privilege). There is simply no basis for withholding any communication with or work product of Scarola. CONCLUSION Plaintiff and her lawyers waived any privilege as to their communications related to the subject matters of (a) the CVRA litigation and (b) the Edwards and Cassell v. Dershowitz Case. Similarly, Plaintiff's lawyers waived any claim of work product to material gathered in relation to those litigations. Accordingly, Ms. Maxwell requests that the Court enter an order finding (a) a waiver of the attorney-client privilege as to the subject matter of the CVRA and Dershowitz litigations and (b) a work product exemption for materials gathered in relation to those matters. She further requests an Order directing Plaintiff to provide Ms. Maxwell with all documents as to which such the attorney-client privilege and work product have been waived. Dated: May 26, 2016. 24

Respectfully submitted, /s/ Laura A. Menninger Laura A. Menninger (LM-1374) Jeffrey S. Pagliuca (pro hac vice) HADDON, MORGAN AND FOREMAN, P.C. 150 East 10" Avenue Denver, CO 80203 Phone: 303.831.7364 Fax: 303.832.2628 Imenninger @hmflaw.com Attorneys for Ghislaine Maxwell CERTIFICATE OF SERVICE I certify that on May 26, 2016, I electronically served this Motion to Compel all Communications and Work Product Put At Issue by Plaintiff and Her Attorneys via ECF on the following: Sigrid S. McCawley Paul G. Cassell Meridith Schultz 383 S. University Street BOIES, SCHILLER & FLEXNER, LLP Salt Lake City, UT 84112 401 East Las Olas Boulevard, Ste. 1200 cassellp @law.utah.edu Ft. Lauderdale, FL 33301 smccawley @bsfllp.com mschultz @bsfllp.com Bradley J. Edwards FARMER, JAFFE, WEISSING, EDWARDS, FISTOS & LEHRMAN, P.L. 425 North Andrews Ave., Ste. 2 Ft. Lauderdale, FL 33301 brad @ pathtojustice.com /s/ Nicole Simmons Nicole Simmons 2

Case 1:15-cv-07433-LAP Document165 Filed 05/26/16 Page 1 of 4 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK apa eter oe Ae ee xX VIRGINIA L. GIUFFRE, Plaintiff, : V. 15-cv-07433-RWS GHISLAINE MAXWELL, : Defendant. 2 Seay eee X Declaration Of Laura A. Menninger In Support Of Motion To Compel All Attorney-Client Communications and Attorney Work Product Placed At Issue by Plaintiff and Her Attorneys I, Laura A. Menninger, declare as follows: 1. I am an attorney at law duly licensed in the State of New York and admitted to practice in the United States District Court for the Southern District of New York. Iam a member of the law firm Haddon, Morgan & Foreman, P.C., counsel of record for Defendant Ghislaine Maxwell (“Maxwell”) in this action. I respectfully submit this declaration in support of Ms. Maxwell’s Motions to Compel All Attorney-Client Communications and Attornty Work Product Placed At Issue by Plaintiff and Her Attorney. 2s Attached as Exhibit A is a true and correct copy of excerpts categorically logged entries from Plaintiff Giuffre's Revised Supplemental Privilege Log dated April 29, 2016. a Attached as Exhibit B is a true and correct copy of Plaintiff Giuffre’s Discovery Second Amended Supplemental Response to Interrogatory No. 3 concerning her attorney representations, dated April 29, 2016.

Case 1:15-cv-07433-LAP Document165 Filed 05/26/16 Page 2 of 4 4. Attached as Exhibit C (filed under seal) 3 iii Er TT Pe Ji Attached as Exhibit D is a true and correct copy of the Order in the CVRA Case dated April 6, 2015. 6. Attached as Exhibit E is a true and correct copy of the Motion for Summary Judgment in the Edwards and Cassell v. Dershowitz, Case No. 15-00072, In and for the Seventeenth Judicial District, Broward County, Florida (“Dershowitz Case”) dated November 25,2015. re Attached as Exhibit F is a true and correct copy of the Complaint in the Dershowitz Case dated January 6, 2015. 8. Attached as Exhibit G is a true and correct copy of the Notice of Serving Answers to Interrogatories in Dershowitz Case dated March 13, 2015. a: Attached as Exhibit H (filed under seal) 3 i SSS ees ee 10. Attached as Exhibit I is a true and correct copy of the Declaration of Virginia Giuffre in the Dershowitz Case dated November 20, 2015. 11. Attached as Exhibit J (filed under seal) (ii ——————————

Case 1:15-cv-07433-LAP Document 165 Filed 05/26/16 Page 3 of 4 12. Attached as Exhibit K (filed under seal) (iis eee es 13. Attached as Exhibit L is a true and correct copy of the October 16, 2015 Deposition of Paul G. Cassell taken in the Edwards and Cassell v. Dershowitz, In and for the Seventeenth Judicial District, Broward County, Florida matter. 14. — Attached as Exhibit M is a true and correct copy of the press release issued by the parties in the Dershowitz Case on April 8, 2016. 15. Attached as Exhibit N is a true and correct copy of the interview of Virginia Roberts by Edwards and Scarola in the Epstein v. Rothstein, Edwards, and L.M, In and for the Fifteenth Judicial District, Palm Beach County, Florida (“Epstein Case’’). 16. Attached as Exhibit O is a true and correct copy of the May 17, 2011 Notice of Filing of the interview in the Epstein Case. 17. Attached as Exhibit P is a true and correct copy of a portion of the ECF Docket Sheet in the CVRA Case. 18. Attached as Exhibit Q is a true and correct copy of the document produced by Plaintiff in this matter as GIUFFRE000862-000887. By: /s/Laura A. Menninger Laura A. Menninger

Case 1:15-cv-07433-LAP Document165 Filed 05/26/16 Page 4 of 4 CERTIFICATE OF SERVICE I certify that on May 26, 2016, I electronically served this Declaration Of Laura A. Menninger In Support Of Motion To Compel All Attorney-Client Communications and Attornty Work Product Placed At Issue by Plaintiff and her Attorney via ECF on the following: Sigrid S. McCawley Paul G. Cassell Meridith Schultz S.J. Quinney College of Law, University of BOIES, SCHILLER & FLEXNER, LLP Utah 401 East Las Olas Boulevard, Ste. 1200 383 S. University Street Ft. Lauderdale, FL 33301 Salt Lake City, UT 84112 smccawley @bsfllp.com cassellp @law.utah.edu mschultz @bsfllp.com Bradley J. Edwards FARMER, JAFFE, WEISSING, EDWARDS, FISTOS & LEHRMAN, P.L. 425 North Andrews Ave., Ste. 2 Ft. Lauderdale, FL 33301 brad @ pathtojustice.com /s/ Nicole Simmons Nicole Simmons