s tax liability, the Freeze Entity must consider a partial liquidation to distribute cash or assets to all Unit holders or a pro-rata redemption of the Residual Units. Distributions: General Under the Sample Freeze Agreement, a holder of Managing Units receives 1% of all distributions made by the Freeze Entity.

_R1_02076443 EFTA02702736 Structure of Preferred Partnership Freeze O To maximize the benefits of the PPF, senior family members may gift or sell the Residual Units at discounted value' to beneficiaries outright or to trust for their benefit; can also gift or sell Preferred Units over time CONFIDENTIAL C • J