Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 13

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               The Amendment also reclassified the Trust’s remaining 39-              
          percent limited partnership interest as a “Class A Limited                  
          Partnership Interest” which was entitled to 39 percent of the               
          entity’s income and losses and to a “Guaranteed Payment” of                 
          “4.25% annually of its Capital Account balance on the Effective             
          Date, payable quarterly no later than twenty (20) days after the            
          close of any such calendar quarter (or sooner, if cash flow                 
          permits).”  Decedent, as trustee of the Trust, Michael, and Lynn            
          signed the document.                                                        
               On July 26, 1994, decedent commenced the process of                    
          transferring the Trust’s portfolio to the partnership, which                
          process continued for approximately the next 4 months.  On July             
          26, 1994, decedent executed as trustee an allonge endorsement               
          assigning to HFLP the Trust’s interest in the Marsh note.  A                
          collateral assignment of the Trust’s interest in property                   
          securing the note was also signed on that date.  Then, on August            
          28, 1994, a letter agreement confirming and/or finalizing the               
          transfer was executed by or on behalf of Mr. Marsh, the Trust,              
          and HFLP.                                                                   
               Next, a letter dated September 29, 1994, was sent by                   
          decedent to M.L. Stern & Co. confirming instructions for (1) the            
          sale of all securities held in the Trust’s account and (2) the              
          use of the proceeds for the immediate repurchase of the same                
          securities for an account established on behalf of the                      

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Last modified: May 25, 2011