VAAN SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN FRANCISCO Document Scanning Lead Sheet ‘Aug-13-2012 12:37 pm Case Number: PTR-12-295951 Filing Date: Aug-13-2012 12:35 Filed by: ELINA LEINO Juke Box: 001 Image: 03722304 SUBSEQUENT PROBATE PETITION IN THE MATTER OF THE ITZHAK VOLANSKY TRUST 001P03722304 Instructions: Please place this sheet on top of the document to be scanned.SKOOTSKY & DER LLP ERNEST F. DER (State Bar No. 154502) SKOOTSKY & DER LLP Ft ED 90 New Montgomery Street, Suite 600 Seer GPa ot afr San Francisco, CA 84105 rence elephone: (415) 979- AUG Facsimile: (415) 979-9821 U6 13.2012 CLERK Attorneys for DEBRA J. DOLCH, ee THE COURT Petitioner and Trustee Sra SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN FRANCISCO, UNLIMITED JURISDICTION INRE case Pig 112.2959 BY FAX PETITION FOR APPROVAL OF SETTLEMENT AGREEMENT AND FOR, AIZHAK VOLANSKY REVOCABLE | ORDER CONFIRMING REAL PROPERTY AS TRUST ASSET OCT 03 2072 9:00 AM. Department: Probate, Room 204 Petitioner DEBRA J. DOLCH, duly nominated Trustee of the Itzhak Volansky Revocable Trust, hereby alleges the following 1. Petitioner is the nominated Trustee of the Itzhak Volansky Revocable Trust (‘Trust’) and the nominated Executor under the Last Will and Testament of Itzhak Volansky ("Will’), both dated August 24, 2011. A true and correct copy of the Trust is attached as Exhibit A. A true and correct copy of the Will is attached as Exhibit B. Mr. Volansky passed away on July 23, 2012. 2. There was a dispute about the existence of the Trust soon after its signing. Before the issue could be resolved, Mr. Volansky was placed under a conservatorship. 4 Case No. PTR., ‘PETITION FOR APPROVAL OF SETTCEMENT AGREEMENT AND FOR ORDER CONFIRMING REAL PROPERTY ‘AS TRUST ASSETm0 New wera aneun See San Francisco Superior Court Case No. PCN-11-295212. Therefore, the dispute regarding the Trust could not be resolved prior to his passing 3. After Mr. Volansky’s passing, the named beneficiaries under the Trust met. with Mr. Volansky’s sister, Liza Volansky, who is the sole intestate heir under Probate ‘Code $6402(c), but excluded under the terms of the Trust. A settlement was negotiated and reached and an agreement signed. A true and correct copy of the settlement agreement is attached as Exhibit C. The original, signed settlement agreement will be filed under separate cover. The agreement essentially confirms the existence of the ‘Trust and Will thus avoiding probate. The agreement also concerns the dispositive terms of the Trust and includes Liza Volansky as a 25% residuary beneficiary of the Trust. Lastly, the agreement asks Petitioner to file a petition to bring the real property commonly known as 116-118 Turk Street, San Francisco, CA, APN: Block 339, Lot 004, currently held in the conservatorship into the Trust. Since each Trust beneficiary is to receive their share outright and free of trust, the Trust beneficiaries can all agree as to ‘the final distribution of the Trust and direct the Trustee to make such distributions. We have these consents in the form of the settlement agreement. Therefore, Petitioner requests that the Court approve this settlement. 4. The conservatorship currently holds the real property commonly known as 116-118 Turk Street, San Francisco, CA, APN: Block 339, Lot 004, and described as follows: Seppe sey aren at ee westerly along said line of Turk Street 28 feet 4 inches; thence at a right angle northerly 112 feet and 6 inches; thence at a right angie easterly 25 feet, and thence ata right angle southerly 25 fet thence ata right angle easterly 3 fect 4 inches; and thence at a right angle southerly 87 feet 6 inches to the point of beginning. BEING portion of 50 VARA BLOCK NO. 227 ‘As stated above, a dispute arose as to whether the Trust existed which was not resolved since Mr. Volansky was placed under a conservatorship a few months after ‘execution of the Trust. Mr. Volansky died before the dispute could be resolved. 2 ‘Case No. PTR. ‘AS TRUST ASSETSKOOTSKY & DER LLP. Ce wan een i 12 13 14 15 16 17 18 19 20 2 23 24 25 26 27 28 Consequently, since Mr. Volansky ended up under a conservatorship, the real property was not funded into the Trust prior to Mr. Volansky’s passing, Under Probate Code §16006, a trustee has a fiduciary duty to marshal and preserve trust assets. Petitioner, as Trustee, has a claim to the real property since it is listed as initial trust property under ‘Schedule A of the Trust.’ Further, Mr. Volansky stated in his Trust that he “intends to transfer the property to the Trustee, in trust.” Lastly, Mr. Volansky executed a grant deed transferring the property to the Trust which was not recorded due to the uncertainty regarding the Trust. A true and correct copy of the deed is attached as Exhibit D. Under Probate Code §850(a)(3)(B), the Court can confirm by order that 116- 118 Turk Street is a trust asset. Then this order could be recorded to confirm the real property is a trust asset. Given the settlement regarding the Trust, a court order is preferred to confirm title rather than trying to record a deed that was signed by Mr. Volansky prior to his passing. 5. Notice. At the time of his passing, Mr. Volansky was not receiving any public benefit such as SSI or Medi-Cal, nor was he receiving any VA benefits. Therefore, notice will not be sent to the California Department of Health Care Services or to the VA. Those affected by this Petition, and to whom notice will be sent, are as follows: Liza Volansky David Volansky 1638 — 25" Avenue 175 Los Palmos Drive San Francisco, CA 94122 San Francisco, CA 94127 Paula Volansky Melinger Jesse Powell 2355 Alberta Court 1316 South Van Ness Avenue Santa Clara, CA 95050 San Francisco, CA 94109 Christie Witherspoon 1819 Polk Street, #324 San Francisco, CA 94109 " For example, see Heggstad v. Heggstad (1993) 16 Cal.App.4” 943 where the Court determined that no deed was ‘equired where the settlor deciared intent to hold real property in trust and the asset was listed on an asset schedule. In Heggstad, the settior listed a partnership interest cather than the real property interest, although there was no partnership that existed 3 No. PTR. ‘AS TRUST ASSETa2 5 SKOOTSKY & Di 80 New Muntge: Bun Prael 11) No one has requested special notice, 2) WHEREFORE, Petitioner requests an order that 3h 1. Approves the settisment as descrived in the attached Settlement | Agreement; 5H 2% Confirms that 116-118 Tk Steet, San Francisco, CA, APN: Block 339, i 6 } Lot 004 is a Trust assot; and 7 i 3. Whatever other relief that the Court deems proper. Iivates: ere Jim “Res DEGRA T DOCH 101 Petitioner and Trustee HI] SkOOTSKY & DER LLP 12 13 i By: Emest Der, Esq, 14}) Attomey for Petitioner and Trustee [ VERIFICATION isl 1. the undersigned say il 1.2m the Ttustee forthe above.named Trust, The petition is true of my own 17 |i knowledge, except as to the matters that are stated in it on ty information and beliaf, 1g | 224 98 t those matters | believe them to be true. i j.Gaclare under penalty of perury under the laws of the State of California that the | foregoing is true and correct. = a 214 Date Oe fio fie. a : 7 DESRA J DOLCH, 22 Petitioner and TrusteeEXHIBIT AITZHAK VOLANSKY REVOCABLE TRUST THIS IS A TRUST AGREEMENT (sometimes referred to as “this Trust Agreement”) dated August 24, 2011, between Itzhak Volansky of San Francisco (the "Settlor"), and Debra J. Dolch of 167 South Park, San Francisco, California as Initial Trustee (the "Trustee"), WHEREAS, the Settlor desires to create a trust and the Trustee is willing to accept the trust hereby created; NOW, THEREFORE, the Settlor intends to transfer the property to the Trustee, in trust, and the Trustee agrees to accept the property and to hold, manage and distribute the property under the terms of this Trust Agreement, ARTICLE T Trust Name This Trust Agreement and the trusts hereunder may be referred to as the Itzhak Volansky Revocable Trust, ARTICLE IL Trust Provisions During Lifetime During the Settlor’s life, any property held under this Trust Agreement shall be referred to as "the Trust Estate” and shall be disposed of as follows: A. Distributions. The Trustee shall distribute to the Settlor as much of the net income and principal of the Trust Estate as the Settlor may from time to time direct, and such additional amounts of net income or principal thereof as the Trustee may at any time and from time to time determine. B. —Undistributed Income. Any net income of the Trust Estate not so distributed shall be accumulated and annually added to principal. C. Intention. The Trustee shall liberally distribute income and principal of the Trust Estate for the Settlor's benefit and the rights of the successor beneficiaries hereunder shall be considered secondary. The Trust Estate is established to ensure that the best available care and Support are provided to the Settlor to meet all lifetime needs, All assets of the Trust Estate are tobe considered available for that purpose, and the Trustee shall at all times be guided by that purpose and intent. D. General the Settlor in decision-making regarding both financial matters and personal care. The Trustee setions to Trustee. The Trustee shall make every effort to involve shall make every effort to determine the Settlor’s wishes and make decisions that conform to them. If the Settlor is unable to make the Settlor’s wishes known, the Trustee shall make decisions that the Trustee believes that the Settior would make, bearing in mind that the least restrictive alternatives for living arrangements are desirable so that the Settlor may live with the greatest degree of dignity possible. The Trust Estate is to be used to provide the Settlor with the best available care and support for the Settlor during the Settlor's lifetime. ARTICLE IIL Payments After Death Upon the Settlor’s death, the Trustee shall dispose of the ‘Trust Estate which shall include all property distributable to the Trustee as a result of the Settlor’s death, whether under the Settlor's Will or otherwise (such property shall be referred to as the "Trust Fund"), as follows: A. Pay Estate Obligations. If the Settlor’s probate estate (excluding income) is insufficient to pay the Settlor's funeral expenses, all claims against the Settlor’s probate estate and the expenses of administering the Settlor’s probate estate, the Trustee shall make available to the Settlor's Executor under the Settlor's Will (including by direct payment thereof as directed by the Settlor’s Executor) out of the Trust Fund such sums as the Settlor's Executor shall certify to be required to make good such insufficiency; provided if no such Executor is serving, then the ‘Trustee is authorized to pay such debts and expenses directly without direction by the Settlor's Executor. Nothing herein, however, shall be deemed to authorize the Trustee to make any such payment of property where such property was not otherwise subject to the claims to be paid. Without limiting the foregoing, the Trustee is also authorized to pay or reimburse, in the manner set forth above, any reasonable and necessary costs of the Settlor's funeral (and related expenses) in excess of any limit thereon imposed by applicable state or Federal law. In addition, if the Settlor's Will gives the Settlor's entire residuary estate to the Trustee under this Trust Agreement, the Trustee shall satisfy any unsatisfied preresiduary pecuniary gift (to the extent of such insufficiency) in the Settlor’s Will and shall distribute real property, tangible personal property Iizhak Volansky Revocable Trust Page 2and intangible personal property in the way and to the recipients specified in the preresiduary provisions of the Settlor’s Will (to the extent not satisfied thereunder). Such gifts and provisions shall be construed and applied as if the trust property had been owned outright by the Settlor and disposed of under the Settlor’s Will, but distribution shall be made directly to the recipients named in the Will and not to the Settlor’s Executor, so that the trust property does not pass through the Settlor's probate estate. B. Death Taxes, The Trustee shall pay any death taxes that result from the Settlor’s death out of the Trust Fund in the manner provided below in the provisions governing payment of death taxes. C. Balance of the Trust Fund. After the foregoing payments, the Trustee shall dispose of the balance of the Trust Fund in the manner provided below. ARTICLE IV Residue Distribution, ‘The Settlor gives the balance of the Trust Fund ("the Settlor's Residuary Trust Fund"), real and personal, as follows: To: David Volansky, Paula Volansky Melinger, Jesse Powell, and Lindy Brainerd, in equal shares. If any of the above listed beneficiaries should predecease the Settlor or the distribution of their share, then that beneficiary’s share shall be distributed to the surviving named beneficiaries pro rata, If all of the named beneficiaries should predecease the Settlor or the distribution of their shares, then the residue shall be distributed to the persons who would have inherited the Settlor's personal estate, and in the shares that they would have inherited it had the Settlor died a resident of the State of California, unmarried and without a valid Will, on the date on which expires the interest of the last beneficiary of the property under this Trust Agreement, The Settlor hereby confirms that he specifically excluding his sister, Liza Volansky, from any distribution of the trust estate, including any contingent distribution. Itzhak Volansky Revocable Trust Page 3ARTICLE V Maximum Duration for Trusts A. Maximum Duration for Trusts Defined. The Maximum Duration for Trusts shall end on the date twenty-one (21) years after the death of the last to die of the measuring lives described in the paragraph below entitled "Measuring Lives." B. Measuring Lives. The measuring lives under the paragraph above entitled "Maximum Duration for Trusts Defined” shall consist of those of the following individuals who are living at the time that the application of such rules limiting the maximum duration of trusts is deemed to begin: All of the Settlor's descendants and any surviving spouse of @ descendant of the Settlor. ARTICLE VI Spendthrift Provision A. No Assignment. Each trust shall be a spendthrift trust to the maximum extent permitted by law and no interest in any trust hereunder shall be subject to a beneficiary's liabilities or creditor claims, assignment or anticipation, B. Protection from Creditors. If the Trustee shall determine that a beneficiary would not benefit as greatly from any outright distribution of trust income or prineipal because of the availability of the distribution to the beneficiary's creditors, the Trustee shall instead expend those amounts for the benefit of the beneficiary. This direction is intended to enable the ‘Trustee to give the beneficiary the maximum possible benefit and enjoyment of all the trust income and principal to which the beneficiary is entitled. ARTICLE VIE Payment of Death Taxes A. All Apportioned, All estate, inheritance, legacy, succession, generation-skipping or other wealth transfer taxes that result from the Settlor’s death and that are imposed by any domestic or foreign taxing authority with respect to all property taxable by reason of the Settlor's death, together with interest and penalties on those taxes, shall be apportioned to sueh property and paid from such property by those succeeding to such property, taking into account the Itzhak Volansky Revoeable Trust Pageaprovisions of any instrument governing such property, the provisions of the Code and the provisions, if any, of other applicable law apportioning such taxes, charging such taxes only against those assets generating the tax. B. Specific Reference to Code Sections, The Settlor hereby makes specific reference to Code Secs. 2207A (conceming tax on QTIP property), 22078 (conceming tax on property included under Code Sec. 2036) and 2603(b) (concerning the generation-skipping transfer tax under Chapter 13 of the Code) and to corresponding provisions of state law, and the Settlor directs that they shall apply to the extent they are consistent with the above and shall not apply to the extent they are inconsistent with the above. ARTICLE VIL Trustees A. Appointment of Trustee. The Settlor appoints Debra J. Dolch of 167 South Park, San Francisco, California to serve as Trustee hereunder. B. — Suecessor ‘Trustees. If a specific successor Trustee is named to succeed a particular Trustee named in this Article, such specific successor Trustee shall serve as successor as appointed above. In all other cases, a Trustee (the “appointing Trustee”) may appoint successor Trustees in accordance with this paragraph: 1, Any trustee serving at any time may appoint a successor trustee to serve when the appointing trustee fails or ceases to serve as trustee. 2. If'an appointing Trustee names a successor Trustee, and if the Settlor has also named or provided for the appointment of one or more successor Trustees herein, the appointments the Settlor has made herein shalll take priority. 3. Any appointment of a successor Trustee shall be made by an acknowledged instrument delivered to any and all other Trustees who may then be serving. C. Removal of Trustees. The Trust Protector shall have the right to remove any Trustee hereunder, whether that for any reason or no reason at all. If any Trustee is removed under this paragraph, any successor rustee is currently serving or has been named or designated to serve in the future, ‘Trustee appointed by the removed Trustee shall not take office. Itzhak Volansky Revocable Trust Page 52. The power to remove a particular Trustee may be released by the person who holds the power fo remove and such release may be limited to such person or also may be made binding upon any and all persons who may have a power to remove. D. Filling Trustee Vacancies. If there is neither an effectual appointment of a successor Trustee nor any effectual provision otherwise hereunder for the appointment of a successor Trustee, the Trust Protector shall have the right to appoint an individual, corporation or other entity with fiduciary powers to replace the removed Trustee or whenever the office of ‘Trustee becomes vacant FE, Compensation of Trustees. Individual Trustees shall receive reasonable compensation in accordance with the law of the State of California in effect at the time of payment, unless the Trustee waives compensation, A corporate Trustee shall be compensated by agreement with the individual Trustee or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. The Settlor authorizes a corporate Trustee to charge additional fees for services it provides to a trust hereunder that are not comprised within its duties as Trustee; for example, a fee charged by a mutual fund it administers in which a trust hereunder invests, a fee for providing an appraisal or a fee for providing corporate finance or investment banking services, ‘The Settlor also recognizes that a corporate Trustee may charge separately for some services comprised within its duties as Trustee; for example, a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total ‘compensation for service as ‘Trustee, F, Appointment of Trust Protector. The Settlor appoints David Volansky and Paula Volansky Melinger to serve as Trust Protectors hereunder (collectively referred to in this instrument as the Trust Protector). The Trust Protector may be one or more individuals, corporations or other entities, Multiple Trust Protectors shall act by majority. G. 1, Anyone serving as Trust Protector may resign by acknowledged instrument delivered to the Trustee then acting hereunder. 2. No discretionary distribution shall be made from any trust that would discharge or substitute for a legal obligation of any person serving as Trust Protector even if such a distribution otherwise would be authorized under the terms of the trust, Itzhak Volansky Revocable Trust Page 6If the Settlor is serving as the Trust Protector, then the Trust Protector shall not appoint as Trustee an individual or corporation that is related or subordinate to the jin the meaning of Code Sec. 672(c) unless that individual or corporation would be an Settlor Interested Trustee. Additionally, no Trust Protector shall appoint an individual or corporation that is related or subordinate to such Trust Protector within the meaning of Cade Sec. 672(c) when such Trust Protector is an Interested Trustee, or would be an Interested Trustee if such Trust Protector were serving as Trustee, unless that individual or corporation would also be an Interested Trustee. If more than one person is serving as Trust Protector, the preceding sentence shall prohibit the appointment of any Trustee that could not be appointed by each such person if serving alone as Trust Protector. 4, The Trustee shall advise each person appointed as a Trust Protector hereunder of such appointment and each person so appointed shall accept such appointment by an acknowledged instrument delivered to the Trustee then serving within sixty (60) days of such notification. If a person so appointed shall fail to deliver such acceptance to the Trustee within that time frame, such person shall be treated as having renounced the appointment as Trust Protector, and the Trustee shall, by an acknowledged instrument, appoint as Trust Protector one or more individuals or entities other than any Trustee or successor Trustee named hereunder or any individual or entity that is related or subordinate (within the meaning of Code See. 672(c) and the Regulations thereunder) to any such Trustee or beneficiary hereunder. H. Trust Protector Powers. ‘The Trust Protector shall have the following powers: 1, The power to appoint one or more individuals, corporations or other entities to be successor Trust Protector to take office upon such Trust Protector ceasing to act as such, and any such appointment may be changed prior to becoming effective. 2. The power to remove Trustees granted and described in the Section titled "Removal of Trustees," above. 3. The power to appoint an individual, corporation or other entity with fiduciary powers to replace any removed Trustee, 4, The power to fill Trustee vacancies granted and described in the Section itled "Filling Trustee Vacancies," above. Itzhak Volansky Revocable Trust Page 7The power to appoint an individual, corporation or other entity with fiduciary powers to replace any removed Trustee or whenever the office of Trustee becomes vacant. ARTICLE IX uciary Provisions A. General Provisions Regarding Changes in Fiduciaries, 1. Inthe event that the sole Trustee of a trust is a beneficiary of the trust, the ‘Trustee may appoint, but shall not be required to appoint, a Co-Trustee as provided herein. A. beneficia because the beneficiary is the sole Trustee. If this would still happen under applicable lav, then ’s interest shall not be merged or converted into a legal life estate or estate for years a Co-Trustee shall be appointed in preference to such merger or conversion 2. Separate trusts hereunder may have different Trustees. 3. To the extent not prohibited by applicable law, any Trustee may resign at any time without court approval, whether or not a successor has been appointed, provided the resigning Trustee complies with any applicable state law governing the resignation of the Trustee that may not be waived by a governing instrument. Such resignation shall be by acknowledged. instrument executed by the resigning Trustee and delivered to any other fiduciary (including any Trust Protector) acting hereunder, or if none, to the Settlor’s then living eldest adult and competent descendant (who, if a trustee is resigning, is a beneficiary of the trust of which such trustee is resigning), or if none, then to the guardian of the Settlor’s then living eldest adult and competent descendant (who, if a trustee is resigning, is a beneficiary of the trust of which such trustee is resigning), or, if such descendant is a minor and no guardian for such minor has been appointed and is acting, then to the parent of such descendant o other individual with whom such minor resides. 4, Lf any Trustee is removed, resigns or otherwise ceases to act as Trustee of any trust hereunder, the Trustee shall immediately surrender all records maintained by the ‘Trustee with respect to such trust to the then acting Trustees or, if no other Trustee is then acting with respect to such trust, to the successor Trustee upon receipt of written notice of the designation of the successor Trustee from the person appointing such successor Trustee. B. _ Accountings and Other Proceedings. Itzhak Volansky Revocable Trust Page 8‘The Settlor directs that a trust hereunder be subject to independent administration with as little court supervision as the applicable state law allows. The Trustee shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other returns or reports, except as required by applicable state law. ‘The Trustee shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as the Trustee shall determine. The Trustee shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the ‘compensation and expenses of attorneys and guardians, out of the property of the trust. The ‘Trustee shall not be required to register any trust hereunder. 2. The Settlor directs that in any proceeding relating to a trust hereunder, service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations and indemnities. C. Continuation of Trustee's Powers. Powers granted to the Trustee hereunder or by applicable Jaw shall continue with respect to all property held hercunder to be exercisable by the Trustee until property is actually distributed to a beneficiary. By way of illustration and not ion, the Trustee may invest and reinvest and take all investment action with by way of limit respeet to property that has been directed to be distributed and notwithstanding any direction that the property be distributed "as it is then constituted" until such property is actually distributed. D. Additional General Provisions Regarding Fiduciaries. 1, "Interested Trustee" means, for any trust, a Trustee who is (i) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to the trust; or (ii) a person who is, or in the future may be, eligible to receive income or principal pursuant to the terms of the trust. A Trustee described in (j) is an Interested Trustee only with respect to the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even if he or she has a remote contingent remainder interest. A Trustee who is not an Interested Trustee is a "Disinterested Trustee." 2. Under this Trust Agreement, if two or more separate trusts with the same beneficiaries and same terms are created, either by direction or pursuant to the exercise of Itzhak Volansky Revocable Trust Page 9discretion, the Settlor intends that the separate trusts may but need not have the same investments and may, but need not, follow the same pattern of distributions. ‘The Trustee's powers shall be exercisable separately with respect to cach trust. 3. Except to the extent, if any, specifically provided otherwise in this Trust Agreement, references to the Trustee shall, in their application to a trust hereunder, refer to all those from time to time acting as Trustee and, if two Trustees are eligible to act on any given matter, they shall act unanimously, and if more than two Trustees are eligible to act on a given ‘matter, they shail act by majority. In the exercise of discretion over distributions, if this Trust Agreement provides that certain ‘Trustees may participate in distributions limited by an ascertainable standard while a different set of Trustees may participate in distributions for any purpose, if the two sets of Trustees (each acting by its own majority) want to distribute the same item of income or principal to diffrent recipients, the distribution desired by the set of Trustees participating in distributions for any purpose shall prevail. 4. The Trustee shall be entitled to reimbursement for any out-of-pocket expenditure made or incurred in the proper administration of the trusts under this Trust Agreement or in furtherance of his or her fiduciary duties and obligations. 5. No Trustee shall be liable to anyone for anything done or not done by any other Trustee or any beneficiary. 6. The fact that a Trustee is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate Trustee or through any firm of which a corporate or individual Trustee is a partner, ‘member, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like. Property of a trust hereunder may be invested in individual securities, mutual funds, partnerships, private placements or other forms of investment promoted, underwritten, managed or advised by a Trustee or such a firm. 7. The fact that a Trustee (or a firm of which a ‘Trustee is a member or with which a Trustee is otherwise affiliated) renders legal or other professional services to a trust hereunder shall not be deemed a conflict of interest, and Trustee may pay fees for such services to such Trustee or firm without prior approval of any court or any beneficiary, whether or not there is a Trustee to approve such payment. An attorney or other Trustee who also renders Itzhak Volansky Revocable Trust Page 10professional services shall receive full compensation for both services as a Trustee and the professional services rendered, except as specifically limited by law. 8. If the Settlor has given the Trustee discretion concerning distributions of income or principal, that discretion shall be absolute and uncontrolled and subject to correction by a court only if the Trustee should act utterly without reason, in bad faith, or in violation of specific provisions of this Trust Agreement. If the Settlor has set forth general guidelines (as ‘opposed to directions or dollar limits) for the ‘Trustee in making distributions, those guidelines shall be merely suggestive and shall not create an enforceable standard whereby a distribution could be criticized or compelled. It is the Settlor's strong belief that the Trustee will be in the best position to interpret and carry out the intentions expressed herein under changing circumstances. ‘This paragraph shall not, however, apply to any standards framed in terms of health, education, maintenance and support (including support in an accustomed manner of living), as those words shail create an ascertainable standard for Federal tax purposes under Code Sec. 2041(b), when applied to a Trustee's power or a power held individually, although even in those cases the holder of the power shall have as much discretion as is consistent therewith. An Interested Trustee who is otherwise authorized to make distributions to himself or herself subject to an ascertainable standard may exercise such discretion, notwithstanding any contrary rule of law, unless such authorization would cause the trust property to be subject to the claims of the creditors of such Interested Trustee. 9. Notwithstanding any other provision of this Trust Agreement, each Trustee is prohibited from making, voting on or otherwise participating in any discretionary distribution of income or principal from a trust that would discharge or substitute for a legal obligation of that Trustee, including the obligation to support a beneficiary of the trust. Further, notwithstanding any other provision of this Trust Agreement, any Trustee authorized to distribute income or principal for his or her own health, education, maintenance and support in his or her accustomed manner of living, as those words shall create an ascertainable standard for Federal tax purposes under Code Sec. 2041(b), shall consider all resources reasonably available to himself or herself. Subject to that, in exercising discretion over distributions, the Trustee may consider or disregard other resources available to any beneficiary. 10. A Trustee may irrevocably release one or more powers held by the Trustee while retaining other powers. Itzhak Volansky Revocable Trust Page LI11, Any Trustee may delegate to a Co-Trustee any power held by the delegating Trustee, but only if the Co-Trustee is authorized to exercise the power delegated. A delegation may be revocable, but while it is in effect the delegating Trustee shall have no responsibility concerning the exercise of the delegated power, 12, Unless the Settlor has specifically provided otherwise, and subject to any ascertainable standard governing its exercise for Federal tax purposes under Code Sec. 2041(b), the Trustee's discretionary power to distribute income or principal includes the power to distribute all of such income and/or principal to one or more members of a class to the exclusion of others, whether or not the terms of the trust specifically mention that possibility. I any jurisdiction and, if despite this exoneration, a bond is nevertheless required, no sureties shall Waiver of Bond. No Trustee shall be required to give bond or other security in be required. ARTICLE X Governing Law and Trustee Powers ‘The interpretation and operation of the trust shall be governed by the laws of the State of Califomia. The Trustee may, without prior authority from any court, exercise all. powers conferred by this Trust Agreement or by common law or by any fiduciary powers act or other statute of the State of California or any other jurisdiction whose law applies to the trust, including without limitation, all of the powers granted to trustees generally under the provision of Califomia Probate Code sections 16220 through 16249, inclusive, as amended, which are hereby incorporated into this Trust Agreement. ‘The Trustee shall have sole and absolute discretion in exercising these powers. Except as specifically limited by this Trust Agreement, these powers shall extend to all property held by the Trustee until actual distribution of the property. In order to fully effectuate the powers of the Trustee, specific reference is now made to all of the powers granted to trustees generally under the provision of California Probate Code sections 16220 through 16249, inclusive, as amended. A. Special Trustee Liab Trustee hereunder because of a concer about potential liability. Therefore, with respect to any Provision. Some persons may be hesitant to serve as trust created hereunder (i) no Trustee shall incur any liability by reason of any error of judgment, mistake of law, or action of any Kind taken or omitted to be taken in connection with Itzhak Volansky Revacable Trust Page 12the administration of any trust created hereunder if in good faith reasonably believed by such ‘Trustee to be in accordance with the provisions and intent hereof, except for matters involving such Trustee's willful misconduct or gross negligence proved by clear and convincing evidence, (ii) no Trustee shall have any fiduciary responsibility to observe, monitor or evaluate the actions of the other Trustee and shall not be liable to any party for the failure to seek to remedy a breach of trust, or in a recurring situation to request instructions from a court having jurisdiction over the trust, even if'a Trustee may be guilty of a gross violation of fiduciary duties hereunder, and (iii) cach Trustee shall be fully indemnified by the trust estate against any claim or demand by any trust beneficiary or trust creditor, except for any claim or demand based on such Trustee's willful misconduct or gross negligence proved by clear and convincing evidence. Expenses incurred by a Trustee in defending any such claim or demand shall be paid by the trust estate in advance of the final disposition of such claim or demand, upon receipt of an undertaking by or on behalf of such Trustee to repay such amount if it shall ultimately be determined that such Trustee is not entitled to be indemnified as authorized by this paragraph. In no event shall any Trustee hereunder be liable for any matter with respect to which he, she or it is not authorized to participate hereunder (including the duty to review or monitor trust investments). B. Distributions to Minor Beneficiaries. ‘The Trustee may distribute any of the Trust Fund to a beneficiary under twenty-one (21) years of age by distribution to any appropriate person (who may be a Trustee) chosen by the Trustee as custodian under any appropriate Uniform Transfers (or Gifts) to Minors Act, to be held for the maximum period of time allowed by law. ‘The Trustee may also sell any asset that cannot be held under this custodianship and invest the sales proceeds in assets that can be so held. C. Reliance upon Advice. The Trustee may employ and rely upon advice given by accountants, aftomeys, investment bankers, and other expert advisors and employ agents, clerks and other employees and pay reasonable compensation to such advisors or employees in addition to fees otherwise payable to the Trustee, notwithstanding any rule of law otherwise prohibiting such dual compensation. D. ‘Trustee as Agent. Trustees serving in any jurisdiction in which a corporate trustee is unable to serve as Trustee may use such corporate trustee as agent to perform any task that may lawfully be performed by such an agent in that jurisdiction, and may pay to such Itzhak Volansky Revocable Trust Page 13corporate trustee such compensation for its services as agent as shall be agreed upon by all Trustees. E. Custodian Employed. The Trustee may employ a custodian, hold property unregistered or in the name of a nominee (including the nominee of any bank, trust company, brokerage house or other institution employed as custodian), and pay reasonable compensation to ‘a custodian in addition to any fees otherwise payable to the Trustee, notwithstanding any rule of Jaw otherwise prohibiting such dual compensation, ARTICLE XT Definitions and Miscellaneous Provisions ‘The following definitions and miscellaneous provisions shall apply under this Trust Agreement: A. Surviving Spouse. The "surviving spouse” of an individual means the person (if any) who survives that individual and who is married to and living as husband and wife with that individual at the time of his or her death, B. Survivorship. Any beneficiary hereunder who dies within thirty (30) days following the date of the Settlor’s death shall be deemed to have predeceased the Settlor for all purposes of this Trust Agreement, C. Minor and Adult. Whether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question. D. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the “Regulations” and "Regs." are to the Regulations under the Code. If, by the time in question, a particular provision of the Code has been renumbered, or the Code has been superseded by a subsequent Federal tex law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law, unless to do so would clearly be contrary to the Settlor’s intent as expressed in this Trust Agreement. A similar rale shall apply to references to the Regulations, FE. By Right of Representation. Property that is to be divided among an individual's surviving or then-living descendants "by right of representation" ot in "shares by right of representation” shall be divided into as many equal shares as there are children of the Itzhak Volansky Revocable Trust Page 14individual who are then living or who have died leaving surviving or then-living descendants. A share allocated to a deceased child of the individual shall be divided further among such deceased child's surviving or then-li ing descendants in the same manner. F. Executor. Whenever herein a reference is made to the Settlor's or another person's Executor, such reference shall be to those serving as the fiduciary of that person's estate, whether or not their title is Executor under applicable state law. G. _ Imcapacitated Settlor or Trustee. The Settlor or a Trustee shall be deemed to be “incapacitated” (and while incapacitated shall not serve as a Trustee) if another then-serving Trustee or, if there is none, the next successor Trustee receives written certification that the examined individual is physically or mentally incapable of managing the affairs of the trust (or, in the case of the Settlor, the Settlor's personal financial affairs), whether or not there is an adjudication of incompetence. 1. This certification shall be valid only if it is signed by at least two (2) licensed physicians, each of whom has personally examined the Settlor or the Trustee, as the case may be. 2. This certification need not indicate any cause for the incapacity of the Settlor or the Trustee. 3. A certification of incapacity shall be rescinded when a serving Trustee receives a certification that the Settlor shall then be capable of managing the Settlor's personal financial affairs or that the former Trustee is capable of managing the trust's affairs, as the case may be. This certification, too, shall be valid only if it is signed by at least two (2) licensed physicians, each of whom has personally examined the Settlor or the Trustee, as the case may be, and at least one (1) of whom is board certified in the specialty most closely associated with the former incapacity. 4. No person is liable to anyone for actions taken in reliance on the certifications under this paragraph or for dealing with a Trustee other than the one removed for incapacity based on these certifications, Itzhak Volansky Revocable Trust Page 15ARTICLE XL Revocability of Trust and Rights Reserved ‘The Settlor reserves the following rights, each of which may be exercised whenever and as often as the Settlor may wish: A. Amend or Revoke. The right by an acknowledged instrument in writing to revoke or amend this Trust Agreement or any trust hereunder. After the Settlor’s death, neither this Trust Agreement nor any trust hereunder may be revoked or amended except as expressly provided elsewhere herein, B. Remove and Appoint Trustees. The right to remove any Trustee and appoint substitute, additional or successor Trustees C. Approve Investment Decisions. The right to approve the Trustee's investment decisions and the Settlor’s approval shall bind all other beneficiaries D. Approve Trustee's Conduct. The right from time to time to approve of the ‘Trustee's conduct (whether in connection with an accounting by the Trustee or without an accounting), and the Settlor's approval shall bind all other beneficiaries, E. Insurance Policies. All rights the Settlor may have as the owner of any insurance policies payable to the Trustee, ARTICLE XI Savings Clause Should any of the provisions or directions of this Trust Agreement fail or be held ineffectual or invalid for any reason, it is the Settlor’s desire that no other portion or provision of this Trust Agreement be invalidated, impaired or affected thereby, but that this Trust Agreement be construed as if such invalid provision or direction had not been contained therein. ARTICLE XIV Captions ‘The captions used in this Trust Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Trust Agreement or the intent of any provision therein, Itzhak Volansky Revocable Trust Page 16IN WITNE effective the day and year first above written and executed by each of them on the dates set forth ‘S WHEREOF, the Trustee and the Settlor have signed this Trust Agreement, below. Dated: August 24, 2011 Maye Vikoohy / Itzhak Volansky, as Settlér Dated: August 24, 2011 Debra J. Dolch, as Initial Trustee Itzhak Volansky Revocable Trust Page 17STATE OF CALIFORNIA ) ) SAN FRANCISCO ) On August 24, 2011, before me, Lynn A. Madonich, Notary Public, personally appeared Itzhak Volansky, who proved to me on the basis of satisfactory evidence to be the person(s}. whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herftheir authorized capacity¢ies}, and that by his/her/theis. signature(s) on the instrument the person(s}, or the entity upon behalf of which the person(s} acted, executed the instrument | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official geal. My Commission Expires: STATE OF CALIFORNIA ) SAN FRANCISCO ) On August_24 , 2011, before me, A. Madonich Notary Publi, personally appeared Debra J. Dolch, who proved to me on the basis of satisfuctory evidence to be the person(s} whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in tis/her/theis authorized capacityfies}, and that by -his/her/theis signature(s}-on the instrument the person(s}, or the entity upon ehalf of which the person(syacted, executed the instrument, | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and, < i. ia Commision # 1796404 officigl seal. i Notary Pubic = California. San Francisco county. E i yCamnm Econ igr25,2012 ebrucck (Seal) Signatu Itzhak Volansky Revocable Trust Page 17SCHEDULE A Initial Trust Property 1, _ That real property commonly known as 116-118 Turk Street, City and County of San Francisco, State of California, APN Block 339, Lot 004.EXHIBIT BITZHAK VOLANSKY LAST WILL AND TESTAMENT. I, Itzhak Volansky, of San Francisco, revoke any prior Wills and Codicils and declare this to be my Last Will and Testament. ARTICLE L Powers of Appointment I declare that I do not by this Will intend to exercise any power of appointment. ARTICLE IL Res 1 give the rest, residue and remainder of my estate, real and personal ("my Residuary Estate"), to the then serving Trustee of Itzhak Volansky Revocable Trust executed prior to this Last Will and Testament (sometimes referred to as "the Trust" or "the Trust Agreement"), that I have signed before signing this Will, to be disposed of as provided in the Trust Agreement, including any amendments to it signed before today, today or after today. If this gift is ineffective but the terms of the Trust may be incorporated into this Will or otherwise carried out under this Will, then (i) I hereby appoint the Trustee under the Trust Agreement to be Trustee under this Will; (i) I incorporate the provisions of the Trust Agreement into this Will; (iii) I give my Residuary Estate to the Trustee under this Will; and (iv) I direct that my Residuary Estate shall be disposed of in the manner provided in the Trust Agreement but with the trusts thereby set forth treated as trusts under this Will. I direct my Executor to follow any instructions contained in the Trust Agreement in making any tax election, including, but not limited to, the allocation of my Available GST Exemption (as defined in the Trust Agreement), I direct that any term or phrase referred to in this Will but not defined herein be given the meaning set forth in the Trust Agreement for such term or phrase. ARTICLE IL Payment of Death Taxes A. All Apportioned. All estate, inheritance, legacy, succession, generation- skipping, or other wealth transfer taxes that result from my death and that are imposed by any Last Will and Testament for Itzhak Volansky Page 1domestie or foreign taxing authority with respect to all property taxable by reason of my death, together with interest and penalties on those taxes, shall be apportioned to such property and paid from such property by those succeeding to such property, taking into account the provisions of any instrument governing such property, the provisions of the Internal Revenue Code, and the provisions, if any, of other applicable law apportioning such taxes, charging such taxes only against those assets generating the tax, B. Reference to Code. I hereby make specific reference to Code Sec. 2207A (concerning tax on QTIP property), Code Sec. 2207B (concerning tax on property included under Code Sec. 2036) and Code Sec. 2603(b) (concerning the generation-skipping transfer tax under Chapter 13) and to corresponding provisions of state law, and I direct that they shall apply to the extent they are consistent with the above and shall not apply to the extent they are inconsistent with the above, ARTICLE IV Executor Appointments A. Appointment of Executor. I appoint Debra J. Dolch to serve as Executor hereunder. B. Filling Executor Vacancies. If the office of Executor is vacant and no successor takes office pursuant to any other provision of this Will, either (i) an individual or (ii) a corporation with fiduciary powers may be appointed as Executor by a majority of my adult descendants then 1 g and competent (or, if none, the guardian or similar fiduciary of the then- living eldest descendant of mine). C. Compensation of Executors. An individual Executor may receive reasonable compensation in accordance with the law of the State of California in effect at the time of payment, unless the Executor waives compensation, A corporate Executor shall be compensated by agreement with the individual Executor or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate Executor to charge additional fees for serviees it provides hereunder that are not comprised within its duties as Executor; for example, a fee charged by a mutual fund it administers in which my estate invests, a fee for providing an appraisal or a fee for providing corporate finance or investment banking services. I also recognize that a corporate Executor may charge separately for some Last Will and Testament for Itzhak Volansky Page 2services comprised within its duties as Executor; for example, a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper ot excessive merely because they are added on to a basic fee in calculating total compensation for service as Executor. ‘The collection by my Executor of insurance proceeds and retirement benefits payable to my estate shall not be subject to Executor's compensation, ARTICLE V Fiduciary Provisions A. General Provisions Regarding Changes in Fiduciaries, 1, To the extent not prohibited by applicable law, any Executor may resign at any time without court approval, whether or not a successor has been appointed, provided the resigning Executor complies with any applicable state law governing the resignation of the Executor that may not be waived by a governing instrument. Such resignation shall be by acknowledged instrument executed by the resigning Executor and delivered to any other fiduciary acting hereunder, or if none, to my then living eldest adult and competent descendant, or if none, then to the guardian of my then living eldest adult and competent descendant, or, if ied and is acting, such descendant is a minor and no guardian for such minor has been app. then to the parent of such descendant or other individual with whom such minor resides. 2. No successor Executor shall be personally liable for any act or failure to act of any predecessor Executor or shall have any duty to examine the records of any predecessor Executor. A successor Executor may accept the account rendered and the property delivered to the successor Executor by or on behalf of the predecessor Executor as a full and complete discharge of the predecessor Executor without incurring any liability or responsibility for so doing. The successor Executor shall be indemnified out of trust property for any and all claims, demands, losses, liabilities, damages and expenses arising from any act or omission of a prior Executor occurring before the date the trust property was received by the successor Executor, B. —Accountings and Other Proceedings. I direct that my estate be subject to independent administration with as little court supervision as the applicable state law allows. My Executor shall not be required to render to any court annual or other periodie accounts, or any inventory, appraisal, or other returns or reports, except as required by applicable state law, My Executor shall take such action Last Will and Testament for Itzhak Volansky Page 3for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executor shall determine, My Executor shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the compensation and expenses of attorneys and guardians, out of the property of my estate. 2. I direct that in any proceeding relating to my estate, service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations and indemnities, C. Additional General Provisions Regarding Fiduciaries, 1. Except to the extent, if any, specifically provided otherwise in this Will, references to my Executor shall, in their application to my estate, refer to all those from time to time acting as Executor and, if two Executors are eligible to act on any given matter, they shail act unanimously, and if more than two Executors are eligible to act on a given matter, they shall act by majority. 2. No Executor shall be liable to anyone for anything done or not done by any other Executor or any beneficiary. 3. The fact that an Executor is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate Executor or through any firm of which a corporate or individual Executor is a pariner, member, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, Property of my estate may be invested in individual securities, mutual funds, partnerships, private placements or other forms of investment promoted, underwritten, managed or advised by an Executor or such a firm. 4, My Executor shall not be under any duty to diversify investments, regardless of any rule of law requiring diversification, and any such duty is hereby waived. 5. The fact that an Executor (or a firm of which an Executor is a member or with which an Executor is otherwise affiliated) renders legal or other professional services to my estate shall not be deemed a conflict of interest, and my Executor may pay fees for such services to such Executor or firm without prior approval of any court or any beneficiary, whether or not there is a Co-Executor to approve such payment. An attomey or other Executor who also Last Will and Testament for Itzhak Volansky Page 4renders professional services shall receive full compensation for both services as an Executor and the professional services rendered, except as specifically limited by law. D. Waiver of Bond. No Executor shall be required to give bond or other security in any jurisdiction and, if despite this exoneration, a bond is nevertheless required, no sureties shall be required. ARTICLE VI Fiduciary Powers My Executor may, without prior authority fiom any court, exercise all powers conferred by this Will or the Trust Agreement or by common law or by any fiduciary powers act or other statute of the State of California or any other jurisdiction whose law applies to this Will or the Trust Agreement, including, without limitation, all of the powers granted to trustees generally under the provision of Califomia Probate Code sections 16220 through 16249, inclusive, as amended, which are hereby incorporated into this Will. My Executor shall have sole and absolute discretion in exercising these powers. Except as specifically limited by this Will, these powers shall extend to all property held by my Executor until the actual distribution of the property. In order to fully effectuate the powers of my Executor, specific reference is now made to all of the powers granted to trustees generally under the provision of California Probate Code sections 16220 through 16249, inclusive, as amended, ‘The powers of my Executor shall also include the following powers: A. Power to Sell. I grant to my Executor the power to sell, convey, or lease any real estate and to transfer or assign all personal property on such terms and conditions as my Executor shall deem advisable without the necessity of any appraisal, additional bond, or order or approval of Court, ARTICLE VIL Definitions and Miscellaneous Provi ‘The following definitions and miscellaneous provisions shall apply under this Will: A. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Intemal Revenue Code of 1986, as amended at the time in question. References to the "Regulations" and "Regs." are to the Regulations under the Code. If, Last Will and Testament for Itzhak Volansky Page 5by the time in question, a particular provision of the Code has been renumbered, or the Code has been superseded by a subsequent Federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this Will. A similar rule shall apply to references to the Regulations. ARTICLE VIII No Contest A. Effect of Attempted Contest. If any person directly or indirectly contests or attacks this Will or any trust or beneficial interest created hereunder or any trust to which any assets pass pursuant to the terms hereof (a pourover revocable trust), or conspires with or voluntarily assists anyone associated with any such contest or attack, singly or in conjunction with any other person(s), then in that event I specifically disinherit such person, and all interests and properties given to or created for the benefit of such person, directly or in trust under this Will or such pourover revocable trust shall be forfeited and such property shall be disposed as if such person had predeceased me. B. Acts Constituting a Contest. The acts described below shall constitute a contest for purposes of this Arti! 1, Forced Elections. A challenge to the transfer of property hereunder on the grounds that it was not the transferor's property at the time of the transfer. 2. Creditor’s Claims, The filing of a creditor's claim or the prosecution of an action based on the filing of a creditor's claim. 3. Direct Contests Without Probable Cause, A direct contest brought without probable cause, as such terms are defined in California Probate Code Section 21310 et. seq. Pursuant to California Probate Code Section, 21311(b), probable cause is considered to cexist if the facts known to the person filing the contest, at the time of filing the pleading, would cause a reasonable person to believe there is a reasonable likelihood that the requested relief will be granted after an opportunity for further investigation or discovery. C. Expenses of Contest. Expenses to resist any contest or attack of any nature (including the acts described in the section above entitled "Acts Constituting a Contest.") upon any provision of this Will shall be paid from my estate as an expense of administration, Such Last Will and Testament for Itzhak Volansky Page6expenses shall include, but not be limited to, reasonable attomeys' fees and costs. My Executor is specifically authorized and encouraged vigorously to defend against any of the acts described in the section above entitled "Acts Constituting a Contest.” D. Miscellaneous. If any provision of this Article is void or ineffective, all other provisions shall remain in full force and effect. A determination by the Executor regarding the applicability of this Article shall be determinative, absent clear and convincing evidence that such determination was made in bad faith or was grossly negligent. This Article may apply to a claim of incapacity, undue influence or improper execution if such claim is not ultimately sustained, or a creditor's claim, contract claim, tort claim, or other elaim filed with my Executor. E. Withdrawal of Contest. Notwithstanding the foregoing, the provisions of this Asticle shall not apply unless and until the Executor has given written notice of such fiduciary’s intent to enforce the foregoing provisions against a particular person to such person or such person's authorized representative, and given such person the opportunity to voluntarily dismiss ‘or withdraw any petition or action that such fiduciary deems to constitute a contest or to If such person dismisses or otherwise cooperate in defending or terminating a contest. withdraws such petition, contest or other claim or takes other actions requested by such fiduciary within thirty (30) business days after receipt of such notice, then this Article shall not apply with respect to such petition or contest or other claim; provided that such fiduciary shall have the broadest permissible discretion in terms of insisting on a particular form or scope of dismissal or withdrawal in order to ensure that the petition, contest or other claim will not reoceur. F. Determination to Allow Action. The Executor, in the exercise of sole and absolute discretion, may determine that a particular action should be allowed because I would have wanted such action to be taken, even though such action otherwise would constitute a violation of this Article and otherwise would result in a forfeiture, If the fiduciary makes such a determination, and executes and acknowledges a document declaring a particular action is not subject to this Article, then this Article shall not apply to such action, but only to the extent expressly provided in such document, Last Will and Testament for Itzhak Volansky Page 7ARTICLE IX Savings Clause Should any of the provisions or direetions of this Will fail or be held ineffectual or invalid for any reason, it is my desire that no other portion or provision of this Will be invalidated, impaired or affected thereby, but that this Will be construed as if such invalid provision or direction had not been contained therein. ARTICLE X Captions The captions used in this Will are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Will or the intent of any provision therein, IN WITNESS WHEREOF, I have hereunto subscribed my name on August 24, 2011. a. oe Vikwhy Itzhak Vlansk; ‘The foregoing instrument consisting of nine pages, including the pages signed by Itzhak Volansky, and by each of us, was this date subscribed by Itzhak Volansky, and he declared that it was his Last Will and Testament. The subscription was this date made or the subscription thereon was acknowledged by Itzhak Volansky to be his signature, in our presence, we being present at the same time, and we at Itzhak Volansky’s request, have signed our names as witnesses. Each of us is now an adult and a competent witness and resides at the address set forth after his ot her name. Itzhak Volansky is eighteen (18) or more years of age. We believe that Itzhak Volansky is of sound mind and is not acting under duress, menace, fraud or undue influence. We declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed at San Francisco, State of California, on August 24, 2011 TAS Emest F. Der, Witness ‘90 New Montgomery Street, Suite 600 San Francisco, California 94105 Last Will and Testament for Itzhak Volansky Page &fieh, Witness—— 0 New Montgomery Street, Suite 600 San Francisco, California 94105 Last Will and Testament for Itzhak Volansky Page 9EXHIBIT CSETTLEMENT AGREEMENT. AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release (“Agreement”) is entered into by and between DAVID VOLANSKY, PAULA VOLANSKY MELINGER and JESSE POWELL, beneficiaries of the Itzhak Volansky Revocable Trust dated August 24, 2011 (the “Trust”) and the Itzhak Volansky Last Will and Testament dated August 24, 2011, and LIZA VOLANSKY, heir-at-law of Itzhak Volansky, and concerns the disposition and administration of the estate of Itzhak Volansky, decedent. Hereafter DAVID VOLANSKY, PAULA VOLANSKY MELINGER, JESSE POWELL AND LIZA ‘VOLANSKY are referred to collectively as the “parties.” Settlement Intent ‘The parties wish, and have mutually agreed, to settle their dispute and differences, and to foreclose potential litigation in order to avoid lengthy and costly proceedings, attorney’s fees and related costs. Recitals A. Liza Volansky is the surviving sister of Itzhak Volansky, decedent, and the sole heir-at-law. B. Itzhak Volansky executed the Trust and the Itzhak Volansky Last Will & Testament on August 24, 2011 ce The pertinent terms of the Trust are as follows: a, Article VIII of the Trust states that “The Settlor appoints Debra J. Dolch of 167 South Park, San Francisco, California to serve as Trustee hereunder.” b. Article IV of the Trust provides that upon Itzhak Volansky’s death, the remaining trust assets are to be distributed to David Volansky, Paula Volansky Melinger, Jesse Powell, and Lindy Brainerd, in equal shares. Ifany of the above listed beneficiaries should predecease Itzhak Volansky, then that beneficiary’s share shall be distributed to the surviving named beneficiaries pro rata, ©. Article IV of the Trust provides as follows: “The Settlor hereby confirms that he specifically excluding [sic] his sister, Liza Volansky, from any distribution of the trust estate, including any contingent distribution.” SETTLEMENT AGREEMENT AND 1 MUTUAL GENERAL RELEASED. Liza Volansky is not a beneficiary under the Trust. E. _ Beneficiary Lindy Brainerd predeceased Itzhak Volansky, having died in or around January, 2012. F. Itzhak Volansky signed a document on August 25, 2011, voiding an unspecified agreement signed on August 24, 2011 at the law offices of Emest Der. G. ‘The San Francisco Superior Court appointed private professional fiduciary Christine Witherspoon as temporary conservator of the person and estate of Itzhak Volansky on December 9, 2011, and appointed Christine Witherspoon as general conservator of the person and estate on February 16, 2012. H. __ Itzhak Volansky died in San Francisco, California, on or around July 23, 2012. 1. There exists a dispute as to the effect of the August 25, 2011 document signed by Itzhak Volansky upon the Trust. Agreement 1. Incorporation . The recitals set forth in Paragraphs A through I above are hereby incorporated by reference into this Agreement and made a part hereof. 2. Terms. (a) The parties agree that Itzhak Volansky died testate. (b) The parties agree that Trust is a valid instrument and has not been revoked. (©) __ Because the parties agree that the Trust is valid, there is no need for the establishment of a formal probate administration with its attendant costs and delays. (@) The parties agree that the Trust will be funded pursuant to Court Order upon the filing ofa Probate Code Section 850 Petition. (©) Infill settlement of all claims, Liza Volansky will receive twenty- five percent (25%) of the net trust assets after payment of costs of administration, trustee’s fees, taxes, creditor’s claims, etc., upon final distribution of the Trust. SETTLEMENT AGREEMENT AND. 2 MUTUAL GENERAL RELEASE© @ (h) @ 0 wo) (b) ‘The remainder of the Trust assets will be distributed pursuant to its terms. Liza Volansky agrees to accept the administration of the Trust according to its terms, as modified by this Settlement Agreement and Release. The parties agree they will not file any response or objection to the trustee’s petition to fund the Trust. Liza Volansky agrees not to file or approve the filing of a Petition for the probate of Itzhak Volansky’s intestate estate, this agreement is void. If for any reason the San Francisco Superior Court denies the trustee’s petition to fund the Trust, the parties agree that the Itzhak ‘Volansky’s Last Will and Testament dated August 24, 2011 shall be offered for probate. Ifa formal probate administration is opened to probate the Itzhak Volansky Last Will and Testament dated August 24, 2011, Liza Volansky will receive twenty-five percent (25%) of the net probate estate after payment of costs of administration, trustee’s fees, taxes, creditor’s claims, etc., upon final distribution of the probate estate. The remainder of the probate assets will be distributed pursuant to the terms of the Itzhak Volansky Last Will & Testament dated August 24, 2011. The parties to this Agreement agree to enter into the mutual release language set forth below, thereby releasing all claims relative to the Trust and estate described herein. In consideration for the mutual releases given herein, and for further consideration, the sufficiency of which is hereby acknowledged, the parties (Liza Volansky, David Volansky, Paula Volansky Melinger and Jesse Powell) , on their respective behalves, and on behalf of their respective officers, directors, insurers, sureties, servants, agents, attomneys, heirs, successors, employees, and all others acting in concert with them, hereby release and forever discharge each and SETTLEMENT AGREEMENT AND 3 MUTUAL GENERAL RELEASE,every other individual and entity referenced in this paragraph, of and from any and all claims and demands of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual and consequential, past, present and future, arising out of the Itzhak Volansky Trust or Probate Estate. (©) Each of the individuals and entities in the above paragraph acknowledges that he/she/it may later discover facts in addition to or different from those which he/she/it knows or believes to be true with respect to the subject matter of this dispute, but that each intends to and does hereby fully and finally settle and release all claims as provided herein, This Agreement shall be effective notwithstanding the subsequent discovery of any additional or different facts. (@ Each of the individuals and entities referenced in paragraph 3(b) agrees that this is a general relcase and to the extent applicable, each party waives its rights under the provisions of California Civil Code §1542. California Civil Code §1542 reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Thave read and understand the above Paragraph 3 to this Agreement, and agree to be bound to such terms as specifically set forth in this Paragraph only. lige Valera Liza Volansky, heir at law offzhak Volansky e Let David Volgfisky, beneficiary of the Itzhak Volansky Revocabfé Living Trust dated August 24, 2011 Powty Uelanoliy Tratemgea) Paula Volansky Mélinger, Beneficiary of the Itzhak Volansky Revocable Living Trust dated August 24, 2011 SETTLEMENT AGREEMENT AND 4 MUTUAL GENERAL RELEASE‘Jesse Powell, beneficiary of the Itzhak Volansky Revocable Living Trust dated August 24, 2011 4. Assignment. Each of the parties hereto represents and warrants to each of the other parties that said party has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity not a party to this Agreement, any right, claim, demand, damage, debt, liability, obligation, account, reckoning, cost, expense, lien, or action which the party has ever had against any of the parties to this Agreement as of the date of execution of this Agreement. Each of the parties to this Agreement agrees to indemnify each of the other parties, and to hold each of them harmless of, from, and against any and all rights, claims, demands, damages, debts, liabilities, obligations, accounts, reckonings, costs, expenses, liens, actions or causes of action (including the payment of attomey’s fees and costs actually incurred, whether or not litigation is commenced), based on, arising out of, or in connection with, or otherwise attributable to, that particular party’s transfer or assignment. 5. Binding Agreement. ‘The provisions of this Agreement shall be binding upon and shall obligate, extend to, and inure to the benefit of, each of the legal successors, assigns, transferees, grantees, and heirs of each of the parties, and all persons who may assume any or all of the above described capacities subsequent to the execution or the effective date of this Agreement. 6. Consent of Third Parties, Each of the parties represents and warrants that it has obtained the approval of all necessary parties to the terms of the Agreement. 7. Entire Agreement, Except as may be specifically provided herein, this Agreement contains the final complete, exclusive, and entire Agreement and understanding concerning its subject matter between the parties, and supercedes and/or replaces any and all prior negotiations, settlement offers, proposed agreements or agreements concerning the subject matter hereof, whether written or oral. Each of the parties acknowledges that no other party, nor any agent or attorney of any other party made any promise, representation, or warranty whatsoever, express or implied, which is not contained herein concerning the subject matter hereof, to induce the party to execute this Agreement, and acknowledges that the party has not executed this Agreement in reliance upon any such promise, representation, or warranty not contained hercin. 8. Modification. This Agreement may not be modified except by writing signed by the parties 9. Continuing Cooperation, Each of the parties hereto agrees to undertake it best efforts, including all steps and efforts contemplated by this Agreement, and any SETTLEMENT AGREEMENT AND. 5 MUTUAL GENERAL RELEASEother steps and efforts which may become necessary by order or otherwise, to effectuate the remaining obligations of this Agreement set forth herein, including, without limitation, the preparation and execution of any documents reasonably necessary to do so. 10. Tax Consequences. All parties acknowledge that no person participating in any discussion of this Agreement has made a guarantee of any kind to any party, and no party can avoid this Agreement (or any part of this Agreement) or attempt to set it aside for any reason whatsoever based upon any objection concerning tax costs, tax liabilities, or tax consequences, or any claim that taxes imposed or claimed by the taxing entity are contrary to the party’s assumptions, beliefs, or predictions. 11. Governing Law and Jurisdiction. This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of California without giving effect to its conflicts of laws provisions. Venue for all matters arising from this Agreement will be San Francisco County, California, 12. Interpretation, Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to include the feminine and neuter, and the singular to refer to and include the plural, and vice versa. Paragraph headings or other headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning ot interpretation of this Agreement. This Agreement has been fully negotiated between the parties and their attomeys. The Agreement and each of its provisions will be interpreted fairly and simply, and not strictly for or against either party. 13. Admissible as Bvidence, This Agreement is made pursuant to the terms and provisions of California Evidence Code sections 1123 and 1152. It may be used and is admissible and subject to disclosure for any purpose to enforce or uphold the terms of, this Agreement, and this document is fully binding upon the parties. 14, Attorney's Fees and Costs. In the event that any of the parties bring suit against any of the parties to enforce or interpret any provision of this Agreement or is required to defend any action brought by any of the parties, based on, arising from, or related to this Agreement, the unsuccessful party agrees to pay to the prevailing parties their actual costs and attorney's fees. 15. Counterparts. The parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by all the parties; each counterpart shall be deemed an original instrument as against any party who has signed it. A faxed or electronic copy of the signature of any of the parties shall have the same force and effect as an original signature of such party. 16. Voluntary Agreement. Each of the parties freely and voluntarily enters into this Agreement. The parties acknowledge and agree that each has been represented in a SETTLEMENT AGREEMENT AND 6 MUTUAL GENERAL RELEASEnegotiation of this Agreement by counsel of his or her own choosing or has declined to be represented by counsel after having been advised of his or right to seek the advice of independent counsel, and has read this Agreement, Each party has had the opportunity to review the Trust and Itzhak Volansky Last Will & Testament. Each party understands this Agreement and is fully aware of its contents and legal effect. 17. Capacity to Execute. Each of the parties, and each person signing this Agreement, represents and warrants that it and its representatives executing this Agreement on its behalf has the authority and capacity to execute this Agreement. 18. Retention of Jurisdiction for Enforcement. ‘The San Francisco County Superior Court shall retain jurisdiction to enforce the settlement contemplated by this Agreement under Code of Civil Procedure §664.6. 19. _ Effective Date of Agreement. The terms of this Agreement shall become effective only afier execution by all of the persons set forth below. Dated: £//29 /Z, 2012 iy 4 Li& Volansky, heir-at-law of Azhak Volansky See pated (22012 Volansky Living Trust dated August 24, 2011 Dated: 2/8 , 2012 Sila Lalor Malaga) Paula Volansky Melinger, $eneficiary of the Itzhak Volansky Revocable Living Trust dated August 24, 2011 Dated: SCAULG _, 2012 — 112 » —_ Jesse Powell, beneficiary of the Itzhak Volansky Revocable Living Trust dated August 24, 2011 SETTLEMENT AGREEMENT AND 1 MUTUAL GENERAL RELEASEEXHIBIT DRECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Ernest F. Der, Esq.. Skootsky & Der LLP 90 New Montgomery Street, Suite 600 San Francisco, CA 94105 ‘SPACE ABOVE THIS LINE FOR RECORDER'S USE APN: Block 339, Lot 004 Property Address: 116-118 Turk Street, San Francisco ‘The undersigned Grantor declares: Documentary Transfer Tax is -0- This is a transfer to the Grantor's revocable trust and is not pursuant to a sale. (Revenue & Taxation Code Section 11930) Signature of Declarant: Hifed Ly bay GRANT DEED ITZHAK VOLANSKY, as his sole and separate property ("Grantor"), hereby GRANTS to: DEBRA J. DOLCH, Trustee of the Itzhak Volansky Revocable Trust under Trust Agreement dated August 24, 2011, (“Grantee”), His entire interest in that certain real property situate in the City and County of San Francisco, State of California, more particularly described as follows: LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND INCORPORATED HEREIN. Date: 372th a Hold Vforh, ITZHAK VOLANSKY MAIL TAX STATEMENTS TO: Debra J. Dolch, Trustee Debra J. Dolch Fiduciary Services 167 South Park San Francisco, CA 94107Grant Deed Page 2 ACKNOLEDGEMENT State of Califomia County of San Francisco On August 24, 2011 before me, Lynn A, Madonich, Notary Public, personally appeared Itzhak Volansky, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/herftheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. | certify under PENALTY OF PERJURY under the laws of the ut Notary Public - Caltornia In Francisco County = sa i MyComm bps pr 25,2012 (Seal) foregoing paragraph is true and correct. @ ee at WITNESS my-Hand-and official seal,/ wae andl officals EXHIBIT A That real property situated in the City and County of San Francisco, State of California, commonly known as 116-118 Turk Street, and described as follows: BEGINNING ata point on the northerly line of Turk Street, distant thereon 84 feet 2 inches westerly from the westerly line of Taylor Street; running thence westerly along said line of Turk Street 28 feet 4 inches; thence at a right angle northerly 112 feet and 6 inches; thence at a right angle easterly 25 feet; and thence at a right angle southerly 25 feet; thence at a right angle easterly 3 feet 4 inches; and thence at a right angle southerly 87 feet 6 inches to the point of beginning, BEING portion of 50 VARA BLOCK NO. 227. APN: Block 339, Lot 004