LAST WILL AND TESTAMENT oF Tim Farmer J, Tim Farmer, being of sound mind, declare that this is my last will. and [revoke all of my previous wills. Upon my death. I give all of my property as provided in this will vives me, then I give all of my property, mer. 1.1 Spouse Survives Me. If my spouse whether real, personal or mixed, to my spouse, Karen F 12 Spouse Does Not Survive Me. If my spouse does not survive me, then I give all of my property, whether real, personal or mixed. equally to Bric Farmer, Heather Farmer and Vanessa Farmer. Provided, if Vanessa Farmer is under the age of 30 years, then her share shall be held in Trust as provided in Article 2 of this will ARTICLE 2. - TRUST FOR VANESSA FARMER 2.41 Trust. With regard to any Trust established for Vanessa Farmer the terms of Section 1.2 of this will, all of the property of the Trust shall be held for the primary benefit of Vanessa Farmer the beneficiary, and distributed as follows: (a) Di The trustee may distribute to or for the beneficiary any part or all of the net income as the trustee determines is reasonable for the general welfare of the beneficiary. If the net income is not sufficient, then the trustee may distribute to or for the beneficiary any part or all of the principal as the trustee determines is necessary for the health, education, maintenance or support of the beneficiary, after considering any other financial resources reasonably available to the beneficiary. (b) ‘Termination. Upon Vanessa Farmer attaining the age of 30 years, the trustee shall distribute all of the remaining property of the trust to Vanessa Farmer. Provided, if Vanessa Farmer dies before attaining the age of 30 years, then the trustee shall distribute all of the remaining property to her descendants, or if none. then equally to Erie Parmer and Heather Farmer. 22 Powers of Trustee. In the investment and administration of this trust, the trustee shall exercise the judgment and care under the circumstances then prevailing which persons of ordinary prudence, discretion and intelligence exercise in the investment and administration of their own property considering its probable safety. income and appreciation. Subject the foregoing standard. the trustee shall have the following powers, which shall be construed in the Pre bof 7broadest possible manner, in addition to all other powers granted under the Texas Trust Code or otherwise by law: (a) Retention of Property. To retain any property for a reasonable period of time in the form received regardless of its suitability for original purchase. (b) Investments. To invest and reinvest in any property for any reasonable period of time regardless of its un-productivity (without any part of the property or proceeds thereof being deemed income) or lack of diversification, © Selling. To sell for cash or on credit, exchange, dispose of, abandon or otherwise deal with any property publicly or privately at any time upon any reasonable terms (@) Leasing. To tease any property for any period of time within or beyond the duration of the trust upon any reasonable terms as either lessor or lessee. (&) Borrowing. To borrow any amount of money from any party for any purpose for any period of time upon any reasonable terms and to secure such borrowing with any asset of the trust (© — Lending. To lend or guarantee any loan for any amount of money, secured or unsecured, to any party for any purpose for any period of time upon any reasonable terms, (2) Cash. To keep any amount of property in cash for any reasonable amount of time. (h) Voting. To vote or refrain from voting any shares of stock, other securities or other voting rights in person or by special, limited or general proxy. (@ Repairs. To make any ordinary or extraordinary repairs, alterations, demolitions or improvements to any property. @) Operation of Business, To commence, continue or discontinue operating any business &) Collections or prepay any debt J Payments, To collect and receipt for any income and pay @ Insurance. To insure any property of the trust against any damage or loss and the trustee against any third-party liability. Page 2 of?ettlc, abandon or otherwise deal with (m) Claims. To sue, defend, arbitrate, any claim in favor of or against the trust. (n) Employment. To employ. compensate and delegate any aspect of the administration of the trust to any party. (0) Allocation of Income and Principal. To allocate between income and principal of the trust, and to establish depreciation and depletion reserves, in any reasonable manner. (p) Execution of Instruments. To execute and bind the property of the trust for any period of time within or beyond the duration of the trust with respect to any agreement, contract, commitment, deed, assignment, bill of sale, conveyance, lease, oil, gas or other mineral lease, pooling or unitization agreement, operating agreement, farmout agreement, division order, mortgage, pledge, note, covenant, warranty, guaranty, option, receipt, release, discharge, power of altorney or other instrument of any type or purpose whatsoever @ Tax Elections. ‘To make any election under any tax law in any reasonable ‘manner without making any adjustment in the relative interests of the beneficiaries of the ust. © Distributions in Kind. To make any distribution in cash, in kind or partly in each, and to make any distribution of an undivided interest in the form of an undivided Prorate partition or non-prorata division into shares of approximately prorate 2.3 Termination of Small Trust, The trustee shall have the power to terminate any ‘rust and distribute its property to its then current income beneficiaries in any reasonable mannet ‘whenever the trust is so smal} in value that its administration is no longer reasonable considering its cost as compared to its benefit to its beneficiaries. 24 Spendthrift Provision. Any trust established in my will shall be a spendthrift trust No trust beneficiary shall have any right to transfer, encumber or otherwise alienate any interest in the trust, nor shall any such interest be subject to any obligation of any beneficiary. 5 Separate Property. Each beneficiary's interest in the trust, and any distribution from the trust. present or future, vested or contingent, mandatory or discretionary, income or principal. shall be considered a pift intended to be the sole and separate property of the beneficiary. ARTICLE 3. - FIDUCIARIES 31 Independent Executor. | appoint my spouse independent executor of my will Page $0073.2 Successor Independent Executor, If the original independent executor fails or ceases to serve for any reason, then [ appoint Eric Farmer, suecessor independent executor of my will. 33° Trustee and Successor Trustee. | appoint James L. Knustrom as trustee of the trust that is established under Article 2 of this will. If the original trustee fails or ceases to serve for any reason, then | appoint Eric Farmer, as successor trustee. 34 — Resignation. Any fiduciary may resign at any time effective 30 days after giving written notice to the primary beneficiary, 3.5 No Bond, No bond ot other security shall be required of any fiduciary appointed under my will, 3.6 Liability. Any fiduciary who receives compensation for services rendered shall be liable for ordinary negligence or intentional misconduct. Any fiduciary who does not receive compensation for services rendered shall not be liable except for gross negligence or intentional misconduct. 3.7 Reimbursement for Expenses. Any fiduciary shall be entitled to reimbursement for reasonable out-of pocket expen AR STATE ADMINI! RATION 41 Independent Administration No other action shall be had in the county court with relation to the settlement of my estate than the probating and recording of my will and the return of an inventory, appraisement and list of claims of my estate 42 Powers of Executor. In addition to the powers granted to my executor by laws, my executor shall have all of the powers of a trustee under the Texas Trust Code, as now existing or hereafter amended. All such powers of my executor shall be construed in the broadest reasonable manner. 3 ime and Method of Distributions. Final distribution of my estate shall be made, and partial distributions may be made, at such time or times as determined by my executor. However, the administration of my estate may not be unreasonably delayed by my executor. Distribution of any cash gift may be made in cash, kind or partly in each at values determined by my executor. Distribution or partition of an undivided interest may be made by undivided interest, prorata partition, or non-prorata partition into shares of prorata value, Distribution of any property to any trust which is immediately payable to a beneficiary of that trust may be made directly to that beneficiary. 44 Division of Personal and Household Effects, If and to the extent that my personal and houschold effects are to be divided under Section 1.2. then | may express my desires as to the Pre of 7division of some or all of these items in a letter to my executor, and my executor shall be fully protected in relying upon any such letter. However, my executor may divide any part or all of these items in any ‘manner that the beneficiaries unanimously agree. If the beneficiaries cannot unanimously agree on the division of all of these items within three months after my death, then my executor may divide the unagreed items in shares of approximately equal value by any method that my executor deems reasonable (such as permitting the beneficiaries to take turns choosing from among the unagreed items after having first drawn lots to determine their order of choice) or sell any part or all of the unagreed items and distribute the proceeds. My executor may equalize any substantial inequality in monetary value of any share of these items by a distribution of cash, 4.5 Beneficiary Under Disability. If any beneficiary is under any legal disability as determined by my executor, then my executor may make any distribution to which the beneficiary is entitled (a) by applying the distribution for the beneficiary's benefit, (b) to any person with whom the beneficiary resides for expenditure for the beneficiary's benefit, (c) to any custodian selected by my executor for the beneficiary's benefit under the Uniform Transfers to Minors Act of any state, or {d) to the trustee of any trust established by me or my executor solely for the benefit of the beneficiary. 4.6 Payment of Debts. Any gifi under my will shall be subject to any security interest, mortgage or other lien on the property constituting such gift, My executor shall not be required to pay any debt prior to maturity and may extend or renew any debt upon such terms and for such time as determined by my executor. 47 Payment of Expenses. My executor shall pay the administrative expenses of my estate from the property comprising my residuary estate, without apportionment. LICL ERAL $1 Survival, A person shall be considered to have survived another only if the person survives the other by at least 60 days. 5.2 Will Not Contractual, My spouse and I are executing wills at approximately the same time in which each of us is a beneficiary of the other. However. our wills are not contractual, and cither of us may revoke his or her own will at any time at his or her sole discretion. In witness whereof, I have signed this will on this the __day of July 1997 Joos, age SofWITNESSES In our presence, the testator, Tim Farmer, published and declared this instrument to be the testator's will, We, at the request of the testator, in the presence of the testator, and in the presence of each other, subscribe our names as witnesses on this the _! Sday of July 1997 Page 66?SELF-PROVING AFFIDAVIT, Before me, the undersigned authority, on this day personally appeared the testator, ‘Tim Farmer, and the witnesses, “Syhw Que lee se. and Glagm (andes » whose names are subscribed to the foregoing ¢nstrument in their respective capacities. After being by me first duly sworn, the testator declared to me and (o these witnesses in my presence and in their presence that this instrument is the will of the testator, and that it was willingly made and executed as the free act and deed of the testator for the purposes therein expressed. After by me first duly swom, each of these witnesses declared to me in the presence and hearing of the testator that the testator had declared to cach of them that this instrument is the will of the testator, that the testator executed this instrument as the will ofthe testator and wanted each of them to sign it as a witness, that each of them did sign this will as a witness in the presence of the testator and at the request of the testator, that the testator was at that time 18 years of. nd was of sound mind, and that each of them was then at least 14 years of age Subscribed, swom to and acknowledged before me by the testator, and the witnesses, shen Vag liese and Sl Aeon Cyndess. on this the 1% day of