McDermott Will&Emery Now Yolk Date: November 29, 2012 To: Leon and Debra Black From: Elyse G. Kirschner Re: The DRB 2012 Family Trust Agreement MEMORANDUM This memorandum explains the principal provisions of the DRB 2012 Family Trust Agreement and the anticipated tax consequences of certain of its provisions. I. The DRB 2012 Family Trust A. Trust Fund Debra will be the creator of the trust. It is anticipated that she will transfer assets valued at an amount equal to Debra's remaining gif tax credit to the trustees. The trust will be governed by the provisions described below. B. Diapositive Provisions 1. Distributions The primary trust provides that the trustees must distribute as much of the trust fund to any one or more of (a) Leon and (b) Debra's issue' as the independent trustees determine for any reason. Leon has the power, exercisable at his death, to appoint any portion of the trust fund to any one or more of Debra's issue. 2. After Death of Survivor The initial trust will end upon the death of the survivor of the two of you. When the trust terminates, the remaining assets will be paid to Debra's issue then living,2 in a separate lifetime trust for each of them (described in I.B.5, below). For all purposes of the trust agreement, Debra's issue are Benjamin, Joshua, Alexander, Victoria, and their descendants. 2 Assets payable under the trust agreement to an individual's issue will be paid in equal shares to such individual's children. If a child does not survive such individual, the predeceased child's share of the assets will be paid in equal shams to his or her children then living. U.S. practice conducted through McDermott Will & Emery LLP. DM US 39870777-2.088835.0011 EFTA00586970