EFTA00742427.pdf

[FREEZE ENTITY NAME] DECISION' VOTING REQUIREMENTS TRUSTEE MANAGING UNITS PREFERRED UNITS RESIDUAL UNITS Determine alternative names under which Trust operates 11.1 None 50%-l- None None Determine activities of Trust 11.2 None 50%-l- None None Location of Trust offices ¶1.3(a) Sole None None None Use certificates to represent Units ¶ L4 Sole None None None Change classification of Trust as a partnership for federal income tax purposes 11.6 Yes 500/0+ 50%+ 50%- Election and removal of Investment Managers, who exercise investment powers over Trust assets to the exclusion of holders and Trustee ¶ 2.2 None, but exercises investment powers if no Investment Manager 50 %+ None None Compensation to Trustee ¶ 2.3 Compensation is required for any Trust Company and any other Trustee if specified in the instrument of appointment; expenses are reimbursed 50%-l- may contract with Trustee for different compensation None None Tax Matters Partner (must be a Managing Unit holder) 12.6 None Selected and directed by 50%-1- None None Family Member' [or a Charitable Organization] transferee allowed as Unit holder in a transfer permitted under Article 6 ¶3.3(a) None None None None The default percentage required in the decision by any class of Unit holders or by Unit holders generally is defined in paragraph 2.8. 2 Family Members include [names of individuals], their mutual descendants, the spouses and surviving spouses of those descendants, fiduciary arrangements (estates, trusts, guardianships) for the benefit of family members and business organizations owned and controlled by them. See 112.19. CH199 4882405-3.079337.0011 EFTA00742427 [FREEZE ENTITY NAME], cont. Page 2 DECISION' VOTING REQUIREMENTS TRUSTEE MANAGING UNITS PREFERRED UNITS RESIDUAL UNITS Family Member issued Preferred or Residual Units in exchange for a capital contribution 3 ¶3.3(b) Yes One or more holders must agree to contribute 1%. See 13.5 50%+ can block issuance of more Preferred Units. See ¶3.4 Can Block by Contributing Capital. See 13.4 Non-Family Member allowed as a Unit holder ¶ 3.3(c) If capital contribution 100% 100% 100% Distribution of Income Flow (subject to priority distributions to Preferred Unit holders) 4 ¶ 4.2 Sole None None None Discretionary Capital Distributions (subject to priority distribution to Preferred Unit holders and Tax Distributions? ¶ 4.3 Yes; sole for Tax Distributions to Residual Unit holders None 50 %+ None Redemption of future profits interest° held by Preferred Unit holder ¶ 4.4(a) Sole None None None Redemption of Residual Units to extent a particular year's income tax liability exceeds distributions on such Residual Units during that year ¶4 Yes None None .4(b) Only holder of redeemed units Redemption of Managing Units at holder's request ¶4.5(a) Yes Only holder of redeemed units None None Redemption of Preferred Units at holder's request 1143(b)(1) Yes None 50°Ari- None Redemption of Residual Units at holder's request 14.5(b)(2) Yes 50%+ 50%+ 50%— 1 Existing Residual Unit holders have a preemptive right to contribute capital to avoid dilution. The Trustee determines the need for capital. 4 Income Flow (subject to the requirement of cumulative net tax profits) is distributed annually, or more often a the Trustee's discretion. Trustee has a right to create reserves for investment or other specified purposes out of cash that otherwise would be Income Flow. See ¶12.22. 5 Capital Proceeds are distributed annually, or more often at the Trustee's discretion, while any preferred payment is outstanding (except that such mandatory distribution cannot exceed cumulative net tax profits). Trustee has a right to create reserves for investment or other specified purposes out of cash that otherwise would be Capital Proceeds. See ¶12.6. Discretionary Capital Distributions also can include Trust assets selected by the Trustee. 6 The future profits interest is the cumulative undistributed priority amount of the Preferred Units. CH199 4882405-3.079337.0011 EFTA00742428 [FREEZE ENTITY NAME], cont. Page 3 DECISION' VOTING REQUIREMENTS TRUSTEE MANAGING UNITS PREFERRED UNITS RESIDUAL UNITS Determination of Trust assets to be distributed? 14.6 Sole None None None Transfer of Managing Units to a new Family Member not already a Managing Unit holder ¶6.2(a) No 50%+ 50°4+ 50%+ Transfer of Preferred or Residual Units to a Family Member [or Charitable Organization] not already a Unit holder ¶6.2(b) None None None None Transfer to any other Person not already a Unit holder ¶ 6.1. 6.2 None • [If proposed Transfer is bona fide 3rd party sale for cash and Trust and holders do not block Transfer by exercising their rights of first refusal: None] • Any other Unauthorized Transfer: 100% by all Unit holders Meeting of Unit Holders ¶ 7.3 None 50°4+ If Managing Unit Holders do not call meeting within prior 6 months: 30%+ Unit Holders in either class Forced Dissolution of Trust ¶ 9.1 Yes 100% 100% 100% Disposition of assets upon dissolution of the Trust ¶ 9.2 Sole None None None Removal of Trustee ¶10.2 N/A 50°4+ 50%+ 50%+ Appointment of Successor Trustee 110.3 N/A 50%+ None None Amendment to Trust Agreement ' Article 13 Yes 50%+ 50%+ 50%+ 7 Subject to limitations: no Partner is required to accept any non-pro-rata distribution of partnership property unless all property being distributed is readily marketable. Amendment to (i) any provision which affects a holder's share of liabilities or distributions requires that holder's approval and (ii) any provision requiring the action of partners owning more than the required percentage to amend requires the approval of such greater number to amend that provision. CH199 4882405-3.079337.0011 EFTA00742429