Confidential Page l UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK po --------- x Plaintiff, Case No.: -against- 15-cv-07433-RWS GHISLAINE MAXWELL, Defendant. ** CONFIDENTIAL** Continued Videotaped Deposition of GHISLAINE MAXWELL, the Defendant herein, taken pursuant to subpoena, was held at the law offices of Boies, Schiller & Flexner, LLP, 575 Lexington Avenue, New York, New York, commencing July 22, 2016, 9:04 a.m., on the above date, before Leslie Fagin, a Court Reporter and Notary Public in the State of New York. MAGNA LEGAL SERVICES 1200 Avenue of the Americas New York, New York 10026 (866) 624-6221 MAGNA® LEGAL SERVICES EFTA00083933

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Confidential Page 2 APPEARANCES: On Behalf of the Plaintiff: BOIES SCHILLER & FLEXNER, LLP 333 Main Street Armonk, New York 10504 BY: DAVID BOIES, ESQUIRE BOIES SCHILLER & FLEXNER, LLP ee Fort Lauderdale, Florida 33301 MEREDITH SCHULTZ, ESQUIRE SIGRID McCAWLEY, ESQUIRE SANDRA PERKINS, PARALEGAL FARMER JAFFE WEISSING EDWARDS FISTOS & LEHRMAN, Fort Lauderdale, Florida 33301 BY: BRAD EDWARDS, ESQUIRE PAUL G. = —— alt ake ity, a J. STANLEY POTTINGER PLLC South Salem, New York 10590 BY: STAN POTTINGER, ESQUIRE On Behalf of Defendant: HADDON MORGAN FOREMAN Attorneys for Defendant Denver, Colorado 80203 JEFFREY S. PAGLIUCA, ESQUIRE LAURA A. MENNIGER, ESQUIRE Also Present: MAGNA® LEGAL SERVICES EFTA00083934

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Confidential THE VIDEOGRAPHER: This is DVD No. 1, Volume II, of the continued video recorded deposition of Ghislaine Maxwell in the matter 2: 252s Ghislaine Maxwell, in the United States District Court, Southern District of New York. This deposition is being held at New York, New York, on July 22, 2016 at approximately 9:04 a.m. My name is Rodolfo Duran. I am the legal video specialist. The court reporter is Leslie Fagin, and we are both in association with Magna Legal Services. Will counsel please introduce themselves. MR. BOIES: This is David Boies, of Boies, Schiller & Flexner, counsel for plaintiff. MS. SCHULTZ: Meredith Schultz, from Boies Schiller & Flexner, counsel for plaintiff. MAGNA® LEGAL SERVICES EFTA00083935

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Confidential MR. EDWARDS: Brad Edwards, also representing the plaintiff, FY MR. POTTINGER: Stan Pottinger, also representing the plaintiff. MR. CASSELL: Paul Cassell, from Salt Lake City, Utah, also representing a MR. PAGLIUCA: Jeff Pagliuca and Laura Menninger, on behalf of Ms. Maxwell. And Ms. McCawley has also entered the room, and we have an assistant from Boies Schiller from the Fort Lauderdale office here today as well today. THE VIDEOGRAPHER: Will the court reporter please swear in the witness. GHISsS LAINE MAXWELL, called as a witness, having been duly sworn by a Notary Public, was examined and testified as follows: EXAMINATION BY MR. BOIES: Q. Good morning, Ms. Maxwell. When MAGNA® LEGAL SERVICES EFTA00083936

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Confidential G. Maxwell - Confidential MR. PAGLIUCA: Why don't we both stop making speeches. BY MR. BOIES: Q. Ms. Maxwell, let me use the term that your lawyer used of sexual activities. We've been talking about intercourse and we've been talking about oral sex. Did you engage in any sexual activities with Mr. Epstein other than sexual intercourse and oral sex? MR. PAGLIUCA: Objection to form and foundation. A. Can you ask the question again, please? Q. Sure. Did you engage in any sexual activities with Mr. Epstein other than what you have referred to as sexual intercourse and oral sex? A. No. Q. Did you engage in any sexual activities with anyone other than Mr. Epstein at his home in New York? MR. PAGLIUCA: Objection to form MAGNA® LEGAL SERVICES EFTA00083937

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Confidential G. Maxwell - Confidential and foundation. A. No. Q. As you understand the term sexual activities, what does that encompass? A. In what context are you asking? I'm not sure I understand the question. "Sexual activities" meaning kissing or something? QO. Kissing, touching with hands or mouths or other parts of your body. A. That would form sexual activity. Q. Using sexual activity in that sense, did you engage in sexual activities with anyone other than Mr. Epstein at his home in New York? MR. PAGLIUCA: Objection to form and foundation. A. No. Q. Whenever I use the term sexual activities, I will be using it in the way we just defined it. Do you understand that? A. Yes. Q. Did you engage in sexual activities anyone other than Mr. Epstein at Mr. MAGNA® LEGAL SERVICES EFTA00083938

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Confidential G. Maxwell - Confidential Epstein's home in Palm Beach? MR. PAGLIUCA: Objection to form and foundation. A. I did. QO. With whom? A. I don't actually have a name. QO. Did you know the name at the time? A. At the time I did. Q. When was this? A. Sometime in the '90s, the late '90s and early 2000s. Q. Was there more than one person with you engaged in sexual activities other Mr. Epstein at Mr. Epstein's home in Beach? If the question is unclear, I rephrase it. A. Yes. Q. How many people other than Mr. Epstein were there with whom you engaged in sexual activities at Mr. Epstein's home in Palm Beach? A. A few. QO. How many? A. I don't have a number. MAGNA® LEGAL SERVICES EFTA00083939

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Confidential G. Maxwell - Confidential Q. Approximately? A. A few. Q. More than ten? A. A few is a few. Q. Is a few more than ten? A. A few is not more than ten. Q. Is a few more than five, as you the term? A. No. QO. So it would be fewer than five people? A. It's a few people. Q. But I'm saying, I'm trying to get an understanding of what you mean by a few? A. I understand that. Q. And as you use the term few, can that include more than five people? A. I just said it's five or less and it's a few. I'm not prepared to characterize a number because I just don't have a number. QO. Do you remember the names of any of the people with whom you engaged in sexual activities at Mr. Epstein's home in Palm Beach? MAGNA® LEGAL SERVICES EFTA00083940

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Confidential G. Maxwell - Confidential MR. PAGLIUCA: Objection to form and foundation. A. I do not. Q. Can you describe any of the people with whom you engaged in sexual activities at Mr. Epstein's home in Palm Beach? MR. PAGLIUCA: Objection to form and foundation. A. The description that I have is somebody who is roughly my age, and I recall a blond and I recall a brunette, and that's pretty much what I recall. QO. And the people that you recall as people with whom you engage in sexual activities at Mr. Epstein's home in Palm Beach, male or female or both? A. Female. QO. Where in Mr. Epstein's home in Palm Beach were you when you engaged in sexual activities with the females that you have referred to? MR. PAGLIUCA: Objection to form and foundation. A. Master bedroom. MAGNA® LEGAL SERVICES EFTA00083941

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Confidential G. Maxwell - Confidential only area that the witness was precluded from talking about in the first deposition. So that's where we're at. MR. BOIES: I think that directly misreads the judge's order, including where it says: Defendant is ordered to answer questions relating to defendant's own sexual activity with or involving Jeffrey Epstein, with or involving plaintiff, with or involving underage females, involving or including massage with individuals defendant knew to be or believed might become known to Epstein. MR. PAGLIUCA: All of it is preceded by the word sexual activity. MR. BOIES: I think your point of view is an interesting one, but we will see what the judge rules on it. BY MR. BOIES: Q. The women that you have described as joining you and Mr. Epstein in three-way sexual activities, were these people who you believed were professional masseuses? MR. PAGLIUCA: Objection to form MAGNA® LEGAL SERVICES EFTA00083942

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Confidential G. Maxwell - Confidential and foundation. A. No. Q. Did any of the women that you have said engaged with you and Mr. Epstein in three-way sexual activities give Mr. Epstein massages? MR. PAGLIUCA: Objection to form and foundation. A. I don't know. Q. Did any of them give you massages? A. No. Q. Did you engage in any sexual activities with either of these two people that you've identified as the blond and the brunette in the Virgin Islands? MR. PAGLIUCA: Objection to form and foundation. Asked and answered. A. No. Q. Were they ever in the Virgin Islands? MR. PAGLIUCA: Objection to form and foundation. A. No. QO. Did you ever see any of the women MAGNA® LEGAL SERVICES EFTA00083943

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Confidential Page 87 G. Maxwell - Confidential with whom you and Mr. Epstein engaged in three-way sexual activities outside of Mr. Epstein's Palm Beach home? A. Not that I recall. Q. Had you met either of them prior to the time that you and Mr. Epstein engaged in the three-way sexual activities with them? A. I don't recall. Q. Had you met them before the date, is what I'm asking you? MR. PAGLIUCA: You already asked that and she answered it. A. I don't recall. QO. When you and Mr. Epstein were engaged in sexual activity that included these other women, were any devices or sex toys used as part of the sexual activity? A. No. Q. Were you ever involved in sexual activities in Mr. Epstein's Palm Beach house that included the use of sex toys or any kind of mechanical or other device? MR. PAGLIUCA: Objection to form and foundation. MAGNA® LEGAL SERVICES EFTA00083944

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Confidential G. Maxwell - Confidential A. No. Q. Were you ever involved in sexual activities in any of Mr. Epstein's properties other than Palm Beach that included the use of sex toys or any kind of mechanical or other device? A. No. Q. Were you aware of the presence of sex toys or devices used in sexual activities in Mr. Epstein's Palm Beach house? MR. PAGLIUCA: Objection to form and foundation. A. No, not that I recall. Q. Were you aware that there were sex toys or devices used in sexual activities in Mr. Epstein's New York house? A. No. Q. Were you aware that there were sex toys or devices used in sexual activities in Mr. Epstein's property in the Virgin Islands? MR. PAGLIUCA: Objection to form and foundation. A. No. Q. Were you aware whether or not there MAGNA® LEGAL SERVICES EFTA00083945

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Confidential Page 89 G. Maxwell - Confidential were sex toys or devices used in sexual activities in Mr. Epstein's property in the Virgin Islands? MR. PAGLIUCA: Objection to form and foundation. A. No. Q. Do you know whether Mr. Epstein possessed sex toys or devices used in sexual activities? MR. PAGLIUCA: Objection to form and foundation. A. No. Q. Did you ever assist Mr. Epstein in obtaining sex toys or devices used in sexual activities? MR. PAGLIUCA: Objection to form and foundation. A. No. Q. In the 1990s and 2000s, did you ever have possession of or use sex toys or devices used in sexual activities? A. No. QO. Did you, in the 1990s and 2000s, engage in sexual activities other than MAGNA® LEGAL SERVICES EFTA00083946

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Confidential G. Maxwell - Confidential intercourse with women other than what you have testified to already? MR. PAGLIUCA: First of all, I object to the form and foundation and it's also outside of the court's order because it's unclear as you question, and I specifically direct you to the last line of the court's order: Sexual activity of third parties who bear no knowledge or relation to key events, individuals or locations in this case. MR. BOIES: This simply asks yes or no, and I think that it is an appropriate question given some of the witness' prior answers, but there is no point in debating it, because if you instruct her not to answer, the judge will decide whether it's appropriate. MR. PAGLIUCA: I'm just telling you if you tie it to something in this case, I will let her answer. MR. BOIES: Are you instructing her not to answer? MR. PAGLIUCA: Yes, unless you tie MAGNA® LEGAL SERVICES EFTA00083947

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Confidential G. Maxwell - Confidential it to something in the case. MR. BOIES: I think it's tied, but if you instruct her not to answer, it goes into the -- MR. PAGLIUCA: Meat grinder. BY MR. BOIES: Q. At any time in any of Mr. Epstein's properties, did you engage in sexual activities with any woman other than when you had three-way sexual activities with Mr. Epstein? MR. PAGLIUCA: Object to the form. A. Can you repeat the question? QO. At any time, in any of Mr. Epstein's properties, did you engage in sexual activities with any woman other than when you had three-way sexual activities with Mr. Epstein? MR. PAGLIUCA: Same objection. A. No. Q. Other than yourself and the blond and brunette that you have identified as having been involved in three-way sexual activities, with whom did Mr. Epstein have MAGNA® LEGAL SERVICES EFTA00083948

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Confidential Page 92 G. Maxwell - Confidential sexual activities? MR. PAGLIUCA: Objection to form and foundation. A. I wasn't aware that he was having sexual activities with anyone when I was with him other than myself. Q. I want to be sure that I'm clear. Is it your testimony that in the 1990s and 2000s, you were not aware that Mr. Epstein was having sexual activities with anyone other than yourself and the blond and brunette on those few occasions when they were involved with you? A. That is my testimony, that is correct. Q. Do you remember testifying earlier today that Mr. Epstein had, on a number of occasions, tried to have you join in three-way sexual activities with women other than the blond and brunette that you identified? MR. PAGLIUCA: Objection to form and foundation. A. I don't know who he was wanting me MAGNA® LEGAL SERVICES EFTA00083949

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Confidential Page 93 G. Maxwell - Confidential to have a three-way with. It was in general he wanted to have a three-way. It was nothing specific talked about. QO. Is it your testimony that other than the blond and brunette that you have referred to, you don't know of any particular person with whom he wanted you and he to have sex with? A. Correct. QO. But he talked to you generally about wanting to do that? A. Correct. Q. And it is your testimony that you believed that you were the only person that he was having sex with or engaging in sexual activities with other than on these few occasions, this blond and brunette, is that correct? MR. PAGLIUCA: Object to the form. Asked and answered. A. That's what I said. Q. Is that still what you say? A. Yeah, that is still what I say. QO. Do you know the reporter by the MAGNA® LEGAL SERVICES EFTA00083950

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Confidential Page 112 G. Maxwell - Confidential A. I don't recall ever seeing her. Q. Did Po ever engage in any sexual activity with you? A. No. Q. Did Po ever engage in any sexual activity with Mr. Epstein? A. I wouldn't know. I would assume but I don't know. Q. Do you have any reason to believe that Mr. Epstein engaged in any sexual MR. PAGLIUCA: Objection to form and foundation. A. I wouldn't know. Q. Did you ever give a massage to anyone other than Mr. Epstein at any of Mr. Epstein's properties? A. First of all, I never said I gave Mr. Epstein a massage. Q. I will ask that question if you want, but I was focusing on people other than Mr. Epstein right now. A. I don't give massages. MAGNA® LEGAL SERVICES EFTA00083951

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Confidential G. Maxwell - Confidential Q. Let's just tie that down. It is your testimony that you've never given anybody a massage? A. I have not given anyone a massage. Q. You never gave Mr. Epstein a massage, is that your testimony? A. That is my testimony. Q- You never cave i - massage is your testimony? A. I never gave ee: massage. Q. Did you, or to your knowledge, Mr. Epstein pay for PF to go to Thailand? MR. PAGLIUCA: Objection to form and foundation. A. I am not aware. QO. Do you know whether PF went to Thailand? A. I have no knowledge of anything like that. Q. Did you ever give anyone instructions as to how to give a massage? MR. PAGLIUCA: Objection to form MAGNA® LEGAL SERVICES EFTA00083952

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Confidential Page 193 G. Maxwell - Confidential closed. If there are questions that I have instructed the witness not to answer and it later turns out the judge disagrees with my characterization, we will be back to revisit it, but we are done as far as I'm concerned. MR. BOIES: The deposition is not closed. There are a number of instructions not to answer. I think it is a fair point that if the court were to conclude that none of the questions that have been instructed need to be answered, we're not going to be continuing the deposition, barring some additional information coming to light. MR. PAGLIUCA: I think we agree then. THE VIDEOGRAPHER: The time is 2:51 p-m., and we are going off the record. (Time noted: 2:51 p.m.) MAGNA® LEGAL SERVICES EFTA00083953