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- ssp1s6a14resigns 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.aanticipate, 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 13s0146314