FILED
WIROCT 24 PH I: 2),
18-4-06327-0SEA wef gamer
SOURT
SEATTLE, WRee RM
LAST WILL AND TESTAMENT
oF
PAUL G, ALLEN
1, PAUL G. ALLEN (“Testator”), resident of the state of Washington, declare this to be
my Last Will and Testament (my “Will") and revoke all prior wills and codicils.
1,» IDENTIFICATION OF BENEFICIARIES
As of the making of this Will Iam not married. My immediate family now
consists of my sister, JO LYNN ALLEN, and her children. I have no children or descendants,
RAL DISPOSITION OF TANGIBLE PERSONAL PROPERTY
I may prepare a memorandum, in my handwriting or signed by me, directing the
disposition of my interests in certain tangible personal property. Tangible personal property not
so specifically disposed of shall pass as a part of the residue of my estate,
3. DISPOSITION OF RESIDUE
I give the residue of my estate to the Trustee under the PAUL G. ALLEN
LIVING TRUST under agreement dated December 17, 1993, as currently and hereafter
amended (including any amendments and restatements) from time-to-time (my “Living Trust”),
to be administered under the provisions thereof.
4, PERSONAL REPRESENTATIVE
4.1 Nomination. My personal representative (my “Personal Representative”)
shall serve without bond and after appointment shall have full power to act without intervention
of the court. 1 designate my sister, JO LYNN ALLEN (“JODY”), to serve as my Personal
Representative. If at any time JODY declines, fails, resigns, or for any other reason is unable to
act as my Personal Representative, I designate as her successor such individual or entity as she
shall designate in writing. If for any reason JODY declines, fails, resigns, or for any other
reason does not serve as my Personal Representative and has not designated a successor Personal
Representative, I designate the following persons, in order of preference and succession, to serve
as my suecessor Personal Representative: 1) NANCY B, PERETSMAN; and 2) ALLEN D.
ISRAEL (“ALLEN”) and NICHOLAS P. SAGGESE (“NICK”), acting together, to serve
together as Co-Personal Representatives. In the event either ALLEN or NICK declines, fails,
-1-
ssp1s6a14resigns or for any reason is unable to serve, the other may serve as successor Personal
Representative. While serving as successor Co-Personal Representatives, or separately as
successor Personal Representative, ALLEN and NICK (or the successors of either), acting
together if serving as Co-Personal Representatives or alone if serving as sole Personal
Representative, shall have the power, subject to the court's approval, to (a) designate a
succession of corporate or professional fiduciaries to serve in their place, and (b) seek the
resignation or removal of any Personal Representative or Co-Personal Representative that they
have designated, and designate another corporate or professional fiduciary to serve in its place as
my Personal Representative or Co-Personal Representative.
4.2 Powers. Except as may specifically be limited by the terms of this Will,
my Personal Representative shall have all of the power, authority and discretion conferred by
Washington law including nonintervention powers. My Personal Representative shall have the
authority to make all elections involved in the application of state and federal taxes to my estate
and beneficiaries and shall have no liability to any beneficiary on account of taxes allocable to a
beneficiary’s interest resulting from an election made in good faith, Nothing herein shall
preclude or limit the ability of Foster Pepper PLLC or Perkins Coie LLP, or their successor law
firms, or any other law firm at which ALLEN D. ISRAEL shall practice, from representing my
Personal Representative, any of my heirs or any of the entities included in my estate.
4.3 Compensation. My Personal Representative shall be entitled to
reasonable compensation for services rendered together with reimbursement for all reasonable
expenditures. A determination of my Personal Representative’s compensation shall take into
account my Personal Representative’s time commitment, the nature and magnitude of my
Personal Representative’s risks and responsibilities and the value of the assets being
administered.
4.4 — Digital Assets and Accounts. My Personal Representative shall have the
authority to access, take control of, handle, conduct, continue, distribute, dispose of, or terminate
my digital assets and digital accounts (as defined below). My Personal Representative shall also
have the authority to engage an agent to assist in accessing, handling, distributing and disposing
of my digital assets and digital accounts.
5. TAXATION
All estate, inheritance, generation skipping transfer and other successor taxes, if
any, shall be apportioned in the manner provided in the agreement governing my Living Trust
identified in Article 3 above.
6. PROTECTIO?
ROM CREDITORS
No interest of any beneficiary in any trust or estate hereunder shall be subject to
pledge, assignment, sale or transfer in any manner, nor shall any beneficiary have the power to
Iaso1assi.aanticipate, charge or encumber such interests in any manner, nor shall the interest of any
beneficiary be liable for any claims against the beneficiary of any nature.
7. PACIFIC LIFE GUARANTY
7.1 _ This relates to Pacific Life Insurance Company ("Lender") Loan Number
214620201, being a first priority, construction to permanent mortgage loan in the approximate
amount of $100,000,000 (the "Loan") made to Washington Builders LLC, a Washington limited
liability company formerly known as AIBS Building LLC ("Borrower") on the terms and
conditions set forth in that certain Building Loan Agreement dated June 16, 2014, executed by
and between Borrower and Lender (as the same may be modified or amended, the "Loan
Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Loan Agreement.
7.2. Pursuant to the Loan Agreement, Testator, in both my personal capacity
and also in my capacity as Trustee of a revocable grantor trust (my "Living Trust") created
pursuant to that certain Agreement of Paul G. Allen Living Trust dated December 17, 1993, as
amended and restated by that certain Amended and Restated Agreement of Paul G. Allen Living
Trust (2018) of even date herewith, have agreed to bind myself and my Living Trust and,
following my death, my Estate, to certain indemnity and guaranty obligations (collectively, the
"Guaranty Obligations") relating to the Loan, including all obligations under (i) the
Environmental Indemnity, and (ii) the Limited Guaranty, the Completion Guaranty and the
Master Lease Guaranty (collectively, the "Guaranty"). I, the Testator, in my personal capacity
and in my capacity as Trustee of my Living Trust, have bound myself, individually, and my
Living Trust to the Guaranty Obligations by executing the Environmental Indemnity and the
Guaranty. Following my death, my Estate shall also automatically be bound to perform the
Guaranty Obligations without the need to execute any further or additional documents.
7.3 In addition to any other powers and duties as provided herein or by
applicable law, my Personal Representative shall have the full power and authority to, and shall,
perform and satisfy, along with my Living Trust and any other Qualifying Trust, the Guaranty
Obligations, including, without limitation, the obligation to satisfy the Minimum Financial
Requirement. Specifically, my Personal Representative shall acknowledge, ratify and assume
the Environmental Indemnity and the Guaranty in writing, which acknowledgment, ratification
and assumption (x) shall be without the requirement of Lender filing a creditors claim (provided
that in no event shall Lender be precluded from filing such a creditors claim), and (y) shall be in
form and content reasonably acceptable to Lender. During the administration of my Estate, my
Personal Representative shall either:
(@__ Maintain sufficient assets in the Estate to satisfy the Minimum
Financial Requirement of the Guarantor; or
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