WILL OF STEVE BROWN

I, Steve Brown , a domiciliary of Denver, Colorado , do hereby make, publish and declare this to be my LAST
WILL AND TESTAMENT, hereby revoking all former Wills and codicils thereto, heretofore made by me.
I declare that I am married and that the name of my wife is Sally Brown. References in my will to my wife are to
her unless we divorce or she predeceases me. My wife and I have children, whose names are Jane Brown, born
August 2, 2011 and Carl Brown, born July 4, 2014 and Charlene Hardy Brown. Charlene Hardy Brown was
adopted by Steve Brown September 11, 2015, but born to my wife and her deceased husband on June 2, 2005. By
this naming, I do not intend to exclude children of mine born after the execution of this Will, but only to identify my
children who are alive at the time of the execution of this Will.
A PERSONAL NOTE TO MY FAMILY
I trust that the formal terminology in this Will and the absence of personal messages will not cause you to doubt my
affection for you. You are well aware of that affection. A Will is a legal instrument, the purpose of which is to
dispose of property. As such, it is an inappropriate place for personal messages.
4

USE OF DEFINED TERMS

I have used several terms in this Will that are defined in Article Five. I have reviewed in detail the definitions set
forth in Article Five, and I direct that those definitions shall apply throughout this Will unless the context in which a
defined term is used clearly implies another meaning.
ARTICLE ONE
IDENTIFICATIONS AND APPOINTMENTS

1.1 Testator. All references in this Will to testator shall mean I or Steve Brown.
1.2 Wife. All references in this Will to my Wife shall mean Sally Brown.
6

1.3 Children. At the time of signing this Will, I have the following children and descendants who were born to the
marriage of my Wife and me: Jane Brown, born August 2, 2011 and Carl Brown, born July 4, 2014. My Wife has
the following child and descendant from a previous marriage, Charlene Hardy Brown, born June 2, 2005 but who
was adopted by me September 11, 2015.. As provided otherwise in this Will, I intend to benefit under this Will my
own children and descendants and my Wifes children and descendants as if they were all my natural children.
1.3 Executor. I appoint my Wife, Sally Brown, of Denver, Colorado as my Executor. If my Wife, Sally Brown,
ceases or fails to serve, I appoint my Wifes brother, Dalton Trumbo, of Denver,. Colorado as my CoExecutor. If
either Sally Brown or Dalton Trumbo ceases or fails to serve, I appoint a licensed attorney or certified public
accountant as my sole Executor. Any Executor or CoExecutor, original or successor, may be referred to herein as
my Executor.
1.4 Guardian. If my Wife is unable to serve as Guardian of my minor children at my death, I appoint Laura Brown
of Denver, Colorado, as Guardian of the person of my minor children. If Laura Brown fails to qualify or ceases to
serve, I appoint Karen Brown, spouse of Laura Brown, as Guardian of the person of my minor children even if the
marriage between Karen and Laura has been dissolved. No bond shall be required of any Guardian appointed in
this Will.
ARTICLE TWO
DISPOSITIONS

2.1 General. I intend to dispose of all of my property.

2.3 Residence. If my Wife survives me, I give my Residence, _______, free and clear of any indebtedness secured
by such property, to my Wife. If my Wife fails to survive me, my Residence shall be added to my Residue.
17

2.3 Residue. I give my Residue to the Trustee under my Revocable Management Trust Agreement by the name of
the Brown Marital Trust, to be held and administered in accordance with the terms of my Revocable Management
Trust Agreement. In the event the Trustee fails to qualify or ceases to serve, the entire residuary estate will be
transferred to the Brown Descendants Trust, per stirpes for my three children: Jane, Carl and Charlene.
2.4 Failure of Trust. If my Revocable Management Trust Agreement is revoked prior to my death or if the
distribution of any property under this Will to the Trustee under my Revocable Management Trust Agreement is
invalid or ineffective under the governing rules of law, then the terms of my Revocable Management Trust
Agreement on the date of the execution of this Will, without giving effect to any subsequent amendments, shall be
specifically incorporated herein by reference and made a part hereof. As used in the following sentence, the term
my Revocable Management Trust Agreement shall mean my Revocable Management Trust Agreement on the date
of the execution of this Will, without giving effect to any subsequent amendments. If this Section applies, any
property otherwise devised or bequeathed to the Trustee under my Revocable Management Trust Agreement shall be
distributed by my Executor to the person or persons who would have been acting as Trustee pursuant to the terms of
my Revocable Management Trust Agreement, in trust, to be held, administered and distributed in accordance with
the terms of my Revocable Management Trust Agreement.
ARTICLE FOUR
ADMINISTRATION OF ESTATE
4.1 Powers of Executor. (A) General. In addition to the powers given to my Executor by law, I grant to my
Executor with respect to my estate all of the powers given to the Trustee under my Revocable Management Trust
Agreement. Without limiting the generality of the foregoing authorization, my Executor shall have the following
powers with respect to my estate:
(1) To retain any property of my estate;
(2) To convey, sell, transfer, exchange, partition, mortgage, pledge, lease, assign or otherwise dispose of,
hypothecate or deal with any and all properties in my estate;
(3) To borrow or lend money for such purposes and on such terms and conditions as my Executor deems
appropriate;
(4) To invest and reinvest any assets, funds, properties or income of my estate in such properties or
investments as my Executor deems appropriate;
(5) To extend or renew any indebtedness upon such terms and for such time or times as my Executor deems
appropriate;
(6) To settle claims in favor of or against my estate;
(7) To continue the operation of any proprietorship, partnership, corporation or other business owned by my
estate, including the power to carry out and enforce the provisions of any agreement for the disposition of my
interest in any such business enterprise, even though my Executor may be financially interested in such business or
agreement; and
(8) To exercise all the powers granted to the Trustee under my Revocable Management Trust Agreement.

My Executor may exercise such powers for any purpose and upon such terms, conditions, and limitations (whether
or not to exist longer than the administration of my estate) which in the judgment of my Executor shall be in the best
interest of my estate and the beneficiaries thereof.

(B) Time and Method of Distribution. Final distribution of my estate shall be made when my Executor determines
the time to be appropriate. Prior thereto, partial distributions may be made whenever my Executor shall deem it
advisable. Distributions may be made in cash or in kind or partly in each, and for this purpose the determination of
my Executor as to the value of any property distributed in kind shall be conclusive. If property passing to the
Trustee under my Revocable Management Trust Agreement is distributable upon my death, outright and free of trust,
to a beneficiary under my Revocable Management Trust Agreement, my Executor, in its sole and absolute
discretion, may distribute such property directly to the beneficiary under my Revocable Management Trust
Agreement rather than distributing such property to the Trustee under my Revocable Management Trust Agreement.
If, however, any of my Debts, Administration Expenses, or Death Taxes are equitably apportioned to any such
property passing under my Revocable Management Trust Agreement, my Executor may withhold from such
distribution an amount, estimated by my Executor, sufficient to fully satisfy the Debts, Administration Expenses, or
Death Taxes equitably apportioned to such property and may pay such withheld amount directly to any creditor to
whom such Debts or Administration Expenses are owed or, in the case of Death Taxes, directly to the taxing
authority responsible for the collection of that tax. The Trustee under my Revocable Management Trust Agreement
shall be without obligation to see to the further application of such distribution directly to a beneficiary under my
Revocable Management Trust Agreement or to a creditor or taxing authority, as the case may be.
21

(C) Selection of Assets for Distribution. My Executor shall in its sole and absolute discretion select assets or
property to be distributed in satisfaction of any devise or bequest in my Will without respect to the income tax basis
of such property or assets. My Executor is specifically excused from any duty of impartiality with respect to the
income tax basis of such property.
(D) Conflicts of Interest. I realize that, in the course of the administration of my estate, conflicts of interest may
develop between beneficiaries of my estate, the Trustee under my Revocable Management Trust Agreement,
beneficiaries of my Revocable Management Trust Agreement, and possibly others. For example, conflicts may
develop because of a choice of alternatives involved in valuing assets for various purposes. In the resolution of any
conflict of interest, I request (but do not so direct) that my Executor first make a reasonable effort to determine the
overall effect of the conflict in the administration of my estate and in the distributions to be made to the Trustee
under my Revocable Management Trust Agreement and then make reasonable efforts to resolve the conflict by the
mutual agreement of the respective beneficiaries or recipients. In the event that a mutual agreement cannot be
reached after reasonable efforts, my Executor shall resolve the conflict in its sole and absolute discretion.
(E) Elections and Options. I expressly confer upon my Executor the sole and absolute discretion to elect that a
specific portion or all of the property passing to the Marital Trust be treated as qualified terminable interest
property (QTIP) for purposes of qualifying for the marital deduction allowable in determining the federal estate tax
upon my estate. Without limiting the discretion contained in the foregoing sentence, it is my expectation that my
Executor will make that election with respect to all of such amount unless the timing of my Wifes death and mine
and the computation of the combined estate taxes of our two estates or other factors render such an election, in the
judgment of my Executor inappropriate.
(F) Encumbered Distribution. My Executor is authorized to distribute to any beneficiary of my estate, to the Trustee
under my Revocable Management Trust Agreement or to any beneficiary of any Trust created under my Revocable
Management Trust Agreement any asset of my estate subject to any and all indebtedness incurred by me or by my
Executor which indebtedness, in the sole and absolute discretion or opinion of my Executor, need not be paid first,
or to distribute any such property or asset subject to any or all mortgages, deeds of trust, or the liens, encumbrances,
or obligations created by me or by my Executor.
(G) Methods of Payment to Certain Beneficiaries. If any beneficiary to whom my Executor is authorized by this
instrument to make distributions is under a legal disability or is, in the opinion of my Executor, incapable of
properly managing his or her affairs, my Executor may make such distributions in any one or more of the following
ways:
(1) To such beneficiary directly;
(2) To the guardian, committee, conservator, or other similar official of such beneficiary;
(3) To a relative of such beneficiary to be expended by such relative for the benefit of such beneficiary, including
payment to such relative;

(4) To a custodian selected by my Executor under an applicable Uniform Gifts (or Transfers) to Minors Act;
(5) To the Trustee under my Revocable Management Trust Agreement to be held as a separate Trust for the benefit
of such beneficiary as provided in the Revocable Management Trust Agreement; or
(6) By my Executor expending the same directly for the benefit of such beneficiary.
In each case, the receipt by such beneficiary or other person to whom payment is made or entrusted shall be a
complete discharge to my Executor, and my Executor shall be without obligation to see to the further application of
such distribution.
(H) Executors Discretion Controlling. Any decision made under the authority of this Section or any other provision
of this Will by my Executor with respect to any matter shall bind each beneficiary of my estate, the Trustee under
my Revocable Management Trust Agreement, the beneficiaries of any Trust created under my Revocable
Management Trust Agreement and any other person howsoever interested in my estate; and my Executor shall not
be required to make any compensating adjustments between income or principal or among any beneficiaries,
trustees or any other person as a result of my Executors action or inaction.
(I) Allocation of GST Exemption. I authorize my Executor to allocate my GST exemption to and among dispositions
of property with respect to which I am the transferor, whether contained in this Will or otherwise, in such manner as
my Executor, in my Executors sole discretion, deems best calculated to secure the most effective utilization of such
exemption, based on circumstances and events either known or reasonably foreseeable as of the expiration of the
time within which such allocation is required to be made. While equality of treatment among different beneficiaries
or beneficiary groups should be an important consideration in allocating such exemption, it should not be the sole or
even the primary consideration. For example, a pro-rata allocation between two trusts might be appropriate if there
is a substantial likelihood that all or most of both of them will be distributed to or terminate in favor of skip-persons
as defined in Section 2613(a) of the Code, but inappropriate if there is a substantial likelihood that all or a significant
portion of one of them will be distributed to or terminate in favor of non-skip persons as defined in Section 2613(b)
of the Code. Any allocation so made by my Executor shall be binding on all persons interested in the dispositions
with respect to which I am the transferor and my Executor shall have no liability if, as the result of or in light of
subsequent events, the benefits of the exemption fall inequitably, or a different allocation would have protected a
higher value of assets from generation-skipping transfer tax.
4.2 Executor to Act Free of Court. I direct that no other action shall be had in any court in relation to the
settlement of my estate other than the probating and recording of my Will, and the return of an inventory,
appraisement, and list of claims of my estate.
4.3 Transactions With Related Parties. The powers of my Executor to enter into any transaction shall in no way be
limited by the fact that the same or another party to such transaction is an Executor of my estate or of any other
estate; a beneficiary of my estate or of any other estate; the estate of such beneficiary (whether living or deceased); a
trust created herein or elsewhere; or an Executor or Trustee of any such estate or trust. Without limiting the
foregoing, I expressly authorize my Executor to enter into any transaction with the Trustee under my Revocable
Management Trust Agreement even though my Executor may be acting as such Trustee.
4.4 Administration of Out-of-State Properties. If the appointment of an ancillary personal representative of my
estate is necessary or desirable in any jurisdiction in which no Executor of mine is able and willing to act, my
Executor may appoint, by written instrument, any individual or corporation as my ancillary personal representative
in that jurisdiction. My ancillary personal representative shall act free of court supervision to the maximum extent
allowable under applicable local law. My ancillary personal representative may be an officer or employee of my
Executor and shall have all the powers and discretion with respect to my estate in that jurisdiction that my Executor
is given in this Will. My Executor may reasonably compensate my ancillary personal representative for its services;
may reimburse it for its expenses; and may absolve it from any requirement that it furnish bond or other security.
29

4.5 Accounting to Successor Executor. Any successor Executor is authorized (but not directed) to accept the assets
delivered by or for a predecessor Executor on the basis of the accounting therefor without requiring an audit or other
independent accounting of the acts of such predecessor Executor. Any successor Executor shall not be liable for, or
liable for failure to rectify, any act or omission of any predecessor Executor.
30

31

4.6 Reorganization or Substitution of Corporate Executor. If any corporation appointed as Executor should,
before or after qualification, change its name; be reorganized, merged or consolidated with or acquired by any other
corporation; or be converted into or assign its trust functions to a different type of entity, the resulting entity shall be
deemed a continuation of the former one and shall continue to act as Executor or continue to be eligible for
appointment as Executor. If any corporation appointed as Executor enters into a substitution agreement with a
subsidiary trust company and complies with applicable law dealing with substitute or successor fiduciaries, such
subsidiary trust company shall become Executor and perform all the duties and obligations and exercise all the
powers and authority connected with or incidental to that Executor capacity in the same manner as if the subsidiary
trust company had been originally named or designated Executor.
4.7 Compensation and Bond. No Executor shall furnish bond. My Wife, except as otherwise herein provided, shall
receive compensation for services as Executor and any other Executor herein named or otherwise appointed shall be
entitled to reasonable fees commensurate with its duties and responsibilities, taking into account the value and
nature of my estate and the time and work involved, without regard to any statutory provision as to fees, and if it is a
corporation, then not less than its then current minimum fee for such services. Any Executor herein named or
otherwise appointed shall be entitled to reimbursement for any reasonable out-of-pocket expenses incurred in the
performance of its duties and responsibilities. If any licensed attorney or certified public accountant shall serve as
Executor, such person shall be compensated for services rendered on the basis of such persons customary charges
for legal or accounting services.
4.8 Liability of Executor. The Executor shall be liable only for its own negligence or willful misconduct.
ARTICLE FIVE
GENERAL PROVISIONS
5.1 Use of Words. As used in this Will, whenever the context so indicates, the gender of all words shall include the
masculine, feminine, and neuter, and the number of all words shall include the singular and the plural.
5.2 NoContest Clause. I direct that, if any beneficiary under this Will (hereinafter referred to as the objecting
person) should directly or indirectly object to or contest the probate of this Will or the distribution or disposition of
any part of my estate, or in any way whatsoever hinder the carrying out of the letter or spirit or any of the terms of
this Will, then the objecting person shall take nothing under this Will, and all of the provisions of this Will shall be
interpreted and construed as if the objecting person and the objecting persons descendants had predeceased me.
5.3 Will Not Contractual. My Wife and I are at approximately the same time executing Wills in which each of us is
the recipient of the others bounty to a greater or lesser extent; however, these Wills are not the result of any contract
or agreement between us and either Will may be revoked at any time at the sole discretion of the maker thereof.
5.4 Invalid Provisions. If any part of this Will is determined to be invalid, illegal, or inoperative for any reason, it is
my intention that the remaining parts, so far as possible and reasonable, shall be effective and fully operative. My
Executor may seek and obtain court instructions for the purpose of carrying out as nearly as may be possible the
intention of this Will as shown by the terms hereof, including any terms held invalid, illegal, or inoperative.
5.5 Headings; Table of Contents. The Table of Contents and the headings used throughout this Will have been
inserted for administrative convenience only, and do not constitute matter to be construed in interpreting this Will.
DEFINITIONS
5.6 Descendants. Descendant of Steve Brown means all of Steve Browns descendants of all generations, with the
child at each generation being determined by the definition of Child which includes an individual entitled to take
as a child under the UPC by intestate succession from the parent whose relationship is involved and excludes a
person who is only a stepchild, a foster child, a grandchild, or any more remote descendant
5.7 Heirs. Heirs, means persons, including Sally Brown and the state, who are entitled under the statutes of
intestate succession to the property of Steven Brown.
5.8 Issue. Issue of an individual means descendant.

5.9 By Representation. When this Will calls for the property to be divided by representation the property is
divided into as many equal shares as there are (i) surviving descendants in the generation nearest to the designated
ancestor which contains one or more surviving descendants (ii) and deceased descendants in the same generation
who left surviving descendants, if any. Each surviving descendant in the nearest generation is allocated one share.
The remaining shares, if any, are combined and then divided in the same manner among the surviving descendants
of the deceased descendants as if the surviving descendants who were allocated a share and their surviving
descendants had predeceased the distribution date.
5.10 Per Stirpes. When this Will calls for property to be distributed per stirpes, the property is divided into as
many equal shares as there are (i) surviving children of the designated ancestor and (ii) deceased children who left
surviving descendants. Each surviving child, if any, is allocated one share. The share of each deceased child with
surviving descendants is divided in the same manner, with subdivision repeating at each succeeding generation until
the property is fully allocated among surviving descendants.

I, Steve Brown, the Testator, sign my name to this instrument this ________ day of ________, 2016 and being first
duly sworn, do hereby declare to the undersigned authority that I sign and execute this instrument as my last Will
and that I sign it willingly, that I execute it as my free and voluntary act for the purposes therein expressed, and that I
am eighteen years of age or older, of sound mind, and under no constraint or undue influence.
_______________
Steven Brown
TESTATOR

We, ______________, ______________, and ____________, the witnesses, sign our names to this instrument,
being first duly sworn, and do hereby declare to the undersigned authority that (name), the Testator, on the above
date signed, published, and declared this instrument to be his last Will and that he signed it willingly in the presence
of each of us, and at the same time we, at his request, in his presence, and in the presence of each other, sign this will
as witness to the Testators signing, and that to the best of our knowledge the Testator is eighteen years of age or
older, of sound mind, and under no constraint or undue influence and that each of said witnesses is at least eighteen
years of age.
______________________________________
of
___________________________________________
Name
City and State

______________________________________

of

Name
______________________________________
Name

___________________________________________
City and State

of

___________________________________________
City and State

SUBSCRIBED, SWORN TO, AND ACKNOWLEDGED BEFORE ME by the said (name), the Testator, and
subscribed and sworn to before me by ________, ________, and ________, witnesses, this ________ day of
________, 20_____.
(SEAL)
_____________ (Official capacity of officer)