This Trust Agreement is made on December__, 2014, between Whitecliff Capital Partners Inc., a Minnesota corporation (hereinafter referred to as Grantor), and William T. Brown, an individual residing at 7120 Shannon Drive, Edina, Minnesota 55439 (hereinafter referred to as Trustee).
The Grantor, in consideration of the agreements and undertakings made by the Trustee and other valuable consideration, does irrevocably assign, transfer, and set over to the Trustee and the Trustee's successors the property set forth in Schedule A, which is attached and incorporated by reference. The Trustee is authorized to and agrees that he will receive and hold the property and, subject to Article Four, such additional property as may be transferred, assigned, or bequeathed to the Trustee by any other person or organization, to become a part of the Trust Fund created under this Agreement, and all investments and reinvestments of and income from the Fund, for the following uses and Trusts:
1. Distributions of Principal and Income
The Trustee shall invest and hold the principal and any undistributed income of the Trust and apply or pay to or for the benefit of the Beneficiaries (as such term is defined below) so much of the principal and income from the Trust pro rata in accordance with the number of Units (as such term is defined below) associated with with each Beneficiary as shall in the absolute judgment and uncontrolled discretion of the Trustee be deemed wise and expedient.
A. The Trust will terminate on the latest of the following events:
1. Seven years from the date hereof or;
2. On termination by the Trustee pursuant to Paragraph C below.
B. On the termination of this Trust, the entire Trust Fund, including all accrued, accumulated, and undistributed income, shall be paid to the Beneficiaries.
C. The Trustee or any successor Trustee is empowered and authorized to terminate this Trust for any reason deemed sufficient in the sole discretion of the Trustee at any time after the execution of this Agreement by an instrument in writing signed and acknowledged by the Trustee or a successor.
3. Additions to Trust
The Grantor, or any other person or organization, may at any time give, transfer or assign to the Trust created by this instrument, additional money or property of any kind acceptable to the Trustee. In that event, such additional property shall become a part of the Trust created by this instrument and shall be divided, allocated, administered, and distributed as if it originally had been a part of the Trust. The Trustee may assume any obligation associated with any such property.
This agreement and the trust created hereunder are irrevocable, and neither Grantor nor any other person shall have any power to revoke, modify or amend this agreement or the trusts hereunder in any respect. Grantor, and any other person transferring property to the trust shall have no reversionary interest in either the principal of or the income from the Trust. Any right, title, or reversionary interest in the same, of any kind or description, which the Grantor or any other person transferring property to the Trust may have or subsequently acquire, by operation of law or otherwise, is and shall, by the making of the gift to this Trust, be renounced, relinquished, and divested forever.
6. Trustee’s Discretion
In allotting or making any division of or payment or distribution from the Trust or any portion of it for any purpose under this Agreement, the Trustee shall not be required to convert any property, real or personal, tangible or intangible, into money or to divide or apportion each or any item of property, but may, in the sole discretion of the Trustee, allot all or any part (including an undivided interest) of any item of property, real or personal, tangible or intangible, to any Beneficiary provided for by this instrument; or the Trustee may convert any property into any