BLIND TRUST AGREEMENT OF
JAMES C. JUSTICE,II
THIS BLIND TRUST AGREEMENT ("Agreement"), made and entered into this

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day of March, 2017, by and between James C. Justice, II (hereinafter called an "Interested

Party"), whose address is 208 Dwyer Lane, Lewisburg, WV 24901, Cathy L. Justice, whose
address is 208 Dwyer Lane, Lewisburg, WV 24901 (hereinafter called an "Interested Party", and
collectively the Interested Parties are referred to herein as "Interested Party and references
herein to Interested Party refers to both unless otherwise indicated), and Howard Burnette,
whose address is 19825 North Cove Road, Cornelius, NC 28031 (hereinafter called the "Trustee");
WHEREAS, James C. Justice, II has been elected as the 36th Governor of the State
of West Virginia; and
WHEREAS,Cathy L. Justice is the spouse of James C. Justice, II; and
WHEREAS, it is the desire of the Interested Party to avoid any conflict of interest,
or appearance of any conflict of interest, as between the duties and powers of that office and his
personal financial affairs as to certain of the assets of the Interested Party; and
WHEREAS, the mechanism which the Interested Party has chosen to avoid such
conflict, or the appearance of such conflict, is to place certain of his earning assets in a separate
blind trust, the Trustee of which shall be empowered to exercise the exclusive right of management
and control over such assets, including decisions as to whether, when, and to what extent the
transferred assets are to be sold or disposed of, and in what investments the proceeds of such
transactions are to be reinvested, all the while withholding from the Interested Party all knowledge
of what assets the Trustee may from time to time elect to own and hold in the Trust Estate (as
defined herein),

 NOW,THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the Interested Party assigns, conveys, transfers, and delivers to the Trustee,
effective at such time as the Interested Party executes the same,the assets listed in Schedule A,
TO HAVE AND TO HOLD the same and any other property which the Trustee
may hereafter hold or acquire hereunder (herein referred to collectively as the "Trust Estate"),
IN TRUST,NEVERTHELESS,for the following uses and purposes and subject to
the terms and conditions hereinafter set forth:
FIRST:

The Trustee shall hold, manage, invest, reinvest, sell or otherwise

dispose of the Trust Estate in the Trustee's absolute discretion and subject to the terms of this
Agreement; and in the exercise of such discretion, it is the intention of the Interested Party that the
assets listed in Schedule A be free of any restriction as to their transfer, encumbrance or sale
subject to liens.
SECOND:

Subject to such amounts as the Trustee may from time to time

reserve for the payment of such taxes as may be due and payable by the trust or the Interested
Party, and after the payment of expenses and compensation as provided for in this Agreement, the
Trustee shall during the term of this Agreement pay to the Interested Party the net income of the
Trust Estate, in convenient installments not less frequently than quarterly, and such additional
amounts (including distributions in-kind, if any) from the principal of the Trust Estate as the
Interested Party may from time to time direct in writing (subject to the provisions of Article
TENTH herein as to disposition of any of the assets transferred by the Interested Party into the
Trust Estate).
THIRD:

The Interested Party shall receive no reports on the holdings and

sources of income of the Trust Estate, except a report at the end of each calendar quarter with
respect to the total cash value and fair market value of the Trust Estate (except non-public
securities shall be valued at book value) or the net income or loss of the Trust Estate, or to enable
the Interested Party to make quarterly estimated state and federal tax deposits, or as necessitated
as a result of the Interested Party's guarantee of any loan to any company or entity that may be a

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 part of the Trust Estate hereunder, or any reports necessary or otherwise required by state or
federal law to enable the Interested Party to file a complete and accurate individual tax return as
required by law, but such reports shall not identify any particular assets or holdings except as
otherwise required to comply with applicable state or federal law. The provisions of West Virginia
Code §44D-8-813 shall not apply to this trust and this section shall govern reporting to the
Interested Party by the Trustee.
FOURTH:

The Interested Party shall make no effort to obtain information with

respect to the holdings and the sources of income of the Trust Estate. This prohibition shall extend
to any effort to obtain a copy of any trust tax return except such information as set forth in Articles
THIRD and EIGHTH herein.
FIFTH:

No Trustee shall consult or notify the Interested Party in the exercise

of the authority and discretion delegated herein except as otherwise provided herein.
SIXTH:

In addition to the directions herein given to the Trustee to withhold

from the Interested Party all knowledge of what assets the Trustee may from time to time elect to
own and hold in the Trust Estate, the Interested Party during the term of this Agreement agrees not
to make any inquiry of the Trustee which would elicit from the Trustee information as to whether
the Trust Estate holds any equity or debt securities of any particular incorporated or unincorporated
entity doing business in West Virginia.
SEVENTH:

The Trust Estate shall not contain any asset the holding of which by

the Interested Party is prohibited by any law or regulation.
EIGHTH:

The trust is not required to file a tax return under federal tax law

other than an informational return without any financial details. Trust tax informational reports shall
be annually prepared by the Trustee or the Trustee's designee, and such reports and information
shall summarize and describe trust activity in a manner necessary for the Interested Party to
complete and accurately comply with all his applicable tax reporting requirements under federal and
state law to complete the Interested Party's state and federal tax returns, consistent with Article
THIRD herein.

Such tax informational reports shall be provided to the Interested Party by the

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 Trustee or Trustee's designee on a timely basis to enable him to discharge his annual state and
federal tax filings, but shall not be disclosed publicly.
NINTH:

Except for communications which consist solely of requests for

distributions of cash or other unspecified assets of the trust (and the reports as set out in Articles
THIRD and EIGHTH),there shall be no direct or indirect communication between any Trustee and
the Interested Party with respect to the trust unless such communication is in writing and unless it
relates only:(a) to informing a Trustee of the general financial interest and needs of the Interested
Party (including, but not limited to, an interest in maximizing income or long-term capital gain);(b)to
notifying a Trustee of any law or regulation subsequently applicable to the Interested Party which
prohibits the Interested Party from holding any assets, which notification directs that the assets not
be held in the Trust Estate; or (c) to directing a Trustee to sell all of an asset initially placed in the
trust by the Interested Party, which in the determination of the Interested Party creates a conflict of
interest or the appearance thereof due to the subsequent assumption of duties by the Interested
P arty.
TENTH:

The Trustee shall promptly notify the Interested Party and the West

Virginia Ethics Commission when the Trustee disposes of the holdings of any particular asset
transferred to the Trust Estate by the Interested Party, except for assets under management by the
Investment Advisor, as set forth in Article THIRTEENTH.
ELEVENTH: In addition to, and not by way of limitation of, the rights, duties, and
powers conferred by law upon trustees, the Trustee shall have the following powers with respect to
the Trust Estate:
(A)

To hold and retain and continue to hold for so long a period as the

Trustee may deem advisable or to sell, lease, mortgage, pledge, encumber, transfer, exchange or
otherwise dispose of, or grant options or with respect to, any and all property (or any interest or
estate therein) hereby assigned and transferred to the Trustee, or which may form at any time a
part of the Trust Estate, in such manner, at such time or times, for such purposes, for such prices
and upon such terms, credits and conditions as the Trustee may deem advisable, and the Trustee

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 shall not be held liable for any business decision it makes that results in the dilution of ownership of
the Interested Party in any asset of the Trust Estate as the result of the issuance of stock or units in
limited liability companies held by the Trustee, if such dilution is approximately in accordance with
past business practices of any such closely held business interest held in the Trust Estate and
undertaken in good faith in the judgment of the Trustee. The Trustee shall be under no duty to sell
or otherwise dispose of any particular investment or type of investment merely because it is
unproductive or may not be of the character permissible for investments by fiduciaries under rules
of prudence applied to trustees and may be deemed to be speculative because of the amount or
value of such investment or type of investment in relation to the total value of the Trust Estate. The
Trustee shall not be liable for any loss which may result from the retention of any security listed on
Schedule A which is not regularly traded on a national securities market and which is not otherwise
readily marketable, unless such loss shall result from the gross negligence or willful misconduct of
the Trustee.
(B)

To cause any security which may from time to time comprise the

Trust Estate or any part thereof to be registered in its name as Trustee hereunder, or in the name of
a nominee or nominees without disclosure of this trust and with or without a power of attorney for
its transfer attached, or to take and keep the same unregistered and to retain it in such condition that
it will pass by delivery; to represent and exercise all powers incident to ownership in respect of, and
to vote or refrain from voting, any stock or security in any corporation,joint stock company, or other
similar organization whatsoever at any time held by the Trustee hereunder and, without limiting the
generality of the foregoing, the Trustee shall have the right, authority, and power to attend any and
all corporate meetings and to act upon any and all questions that may come before any such
meeting; to grant proxies (which may be general or special, and discretionary, and with power of
substitution) to authorize others to vote any such stock or security in any and all such meetings; and
to grant consents, execute waivers, and take any other action on behalf of the Trustee which the
Trustee itself could take with respect to any stock or security held by it; to exercise or dispose of or
waive or abandon subscription, conversion, and other rights and options accruing with respect to any
stock or other security held in the Trust Estate; to become a party to any voting-trust agreement
respecting any stock or other security comprising a part of the Trust Estate; to consent to mergers,

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 consolidations, reorganizations, and readjustments of capital structures of companies or other
organizations issuing stock or other securities held in the Trust Estate and to join in any
reorganization or protective plan; to deposit securities pursuant to any plan agreed upon; to serve as
a member of any stockholders' or bondholders' protective or other committee; to delegate
discretionary powers to any such committee; to become associated with others or to act alone in
taking any action considered necessary or advisable by the Trustee for the protection of any stock
or other security or property held in trust; in connection with anything done pursuant to this
paragraph, to pay money and incur obligations; to execute and deliver any and all assignments and
other instruments which the Trustee may deem it necessary, desirable, or expedient to execute and
deliver in connection with the ownership or disposition of any security or investment held in the
Trust Estate; and generally to have and exercise in dealings with third parties with respect to
securities, investments, and property held in the trust estate all rights and privileges of an absolute
owner.
(C)

To invest and reinvest the Trust Estate in any and all such common

or preferred stocks, bonds, notes or other securities, or any variety of real or personal property,
including any business venture (incorporated or unincorporated) that is part of the Trust Estate, and
interests in entities formed principally for the commingling of assets for investment, such as
common trust funds, investment companies, investment trusts and partnerships (participating therein
as a general or limited partner), as the Trustee may deem advisable, whether or not such
investments be of the character permissible for trust investments under the present or any future
laws applicable thereto and may be deemed to be speculative, and whether such investments be
secured or unsecured, or shall constitute all or the greater part of the assets of the Trust Estate, and
whether or not the investment in the stock, bonds or notes of any one corporation or association
shall constitute all or the greater part of the issued and outstanding stock, bonds or notes, of such
corporation or association. The Trustee, in determining whether to retain, acquire or dispose of any
kind of investment, may take into consideration its desirability not only from the point of view of its
income yield but also from the point of view of the preservation of the original or the current value
of the principal of the Trust Estate and also from the point of view of the prospective increase of
such value.

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 (D)

To borrow money from any lender upon such terms and conditions

as the Trustee shall approve, for any purpose connected with the protection, preservation or
improvement of the Trust Estate whenever in the Trustee's judgment such course shall be
advisable.
(E)

At any time and from time to time, to make and renew loans to any

corporation or other entity in which the trust may have any interest of any kind whatsoever, in such
amount or amounts and upon such terms and conditions and for such periods and either with or
without security as the Trustee may determine; to pay, purchase or assume the bonds, notes or
other obligations of any such corporation or entity.
(F)

To appoint, employ and remove, at any time and from time to time,

all such attorneys, investment counselors, expert advisers, agents, clerks and employees, as the
Trustee may deem advisable, and, in the Trustee's discretion, to fix and pay their compensation
from the funds of the trust.
(G)

To sign, seal, acknowledge and deliver any and all instruments in

writing which the Trustee may deem appropriate or advisable to carry out any of the foregoing
powers, and, generally, to deal with the Trust Estate as, in the judgment of the Trustee, the best
business interests of the trust may require. Any obligations incurred by any such instrument in
writing signed by the Trustee shall be discharged only out of the assets of the trust and shall not
create any personal liability on the part of the Trustee. No party to any such instrument in writing
signed by the Trustee shall be obliged to inquire into the validity, expediency or propriety of any
obligation incurred by such instrument on behalf of the trust, nor shall any such party be bound to
see to the application by the Trustee of any money or other property paid or delivered to the
Trustee by such party pursuant to the terms of any such instrument.
(H)

To determine what is income and what is principal and to charge or

credit expenses, gains, losses, premiums, discounts, waste, and appreciation or depreciation in value
to principal or income, or partly to each, as it may deem just, notwithstanding the foregoing,
however, all liquidating dividends, rights to subscribe to stock, extraordinary cash dividends (other

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 than liquidating dividends), dividends in stock of a corporation other than the corporation declaring
the same, and all profits and gains from sales, exchanges, and other disposition of trust property
shall be principal. Dividends payable in stock of the corporation declaring the same shall be principal
except that any such dividend paid in lieu of periodic cash dividends shall be income.
(1)

To employ and compensate, out of the principal, or income, or both,

as the Trustee shall seem proper, agents, attorneys-in-fact, accountants, brokers, investment
counsel, attorneys-at-law, appraisers, custodians of trust property, and other specialists, advisors,
and assistants whose services are deemed by the Trustee to be desirable for the proper
administration of the trust, and to do so without liability for any neglect, omission, misconduct, or
default of any such person provided he shall have been selected and retained with reasonable care.
(J)

Generally, and in addition to and in amplification of all the particular

powers elsewhere herein conferred upon the Trustee, to do all such things for the preservation and
about the management of the Trust Estate as the Trustee may think are necessary, desirable, or
expedient, and to exercise with respect to the Trust Estate all powers of an absolute legal and
beneficial owner thereof, save only that they may not apply any of the Trust Estate to the
Trustees's use or benefit (but this provision shall not be construed to prevent the retention by or
payment to the Trustee of agreed or reasonable compensation for services as the Trustee or of
interest at a reasonable rate upon monies advanced or loaned by the Trustee). Except as otherwise
specifically prohibited, the Trustee may do all things under this Agreement without prior notice to
any person and without the authority or approval of any court. Wherever in any provision of this
instrument conferring power or authority upon the Trustee "and" or "or" is used in any series of
words, phrases, or clauses, it shall be construed as both conjunctive and disjunctive, the context
permitting. A11 powers of the Trustee shall be continuing ones, none shall be exhausted by the
exercise or repeated exercises thereof, and a power once exercised may be exercised in a different
way and with a different or inconsistent result upon any subsequent exercise thereof.
The Trustee is authorized to buy, hold and(or) sell stocks and(or) securities
which are issued and outstanding stocks and(or) securities of the Trustee (if the Trustee is a

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 corporation) as trust investments without restriction and shall nowise be liable for any depreciation
or loss with respect to the purchase, sale or retention of such stocks and(or) securities.
(K)

The Trustee may retain in the same form any property which comes

into its hands regardless of the character of such property and of whether it is or shall be authorized
by law for investment by trustees and of whether it represents or will represent all or a
disproportionately large part of the Trust Estate.
If there shall come into the Trustee's hands as part of the Trust Estate any
unincorporated business enterprise or a share in any non-publicly traded business enterprise,
whether incorporated or not, the Trustee may, in his discretion, continue to operate or to participate
in the operation of such business enterprise in unincorporated form, incorporate or participate in the
incorporation of such business enterprise and thereafter operate or participate in the operation of
such business enterprise in corporate form, cause such business enterprise to be sold or liquidated,
and(or) in any case, invest additional assets of the Trust Estate in such business enterprise. In
operating, selling, liquidating, or investing additional assets of the Trust Estate in a business
enterprise pursuant to the provisions of this paragraph, the Trustee shall not be obliged to comply
with the West Virginia Statutes or any other statute or rule of law dealing with the operation, sale,
liquidation, or investment of funds in business enterprises by a fiduciary, and shall not incur any
liability for loss, waste, damage, or diminution in value, provided the Trustee exercises good faith
and reasonable prudence.
The Trustee may retain any interest in the assets of the Trust Estate
transferred by the Interested Party to the Trust Estate and the Trustee shall not be under any duty
to sell all or any part of such interest for reasons of diversification, or to make said interest
productive, or for any other reason, even if violative of any fiduciary principle or the West Virginia
Prudent Investor Act; provided, however, that nothing herein is intended to prohibit the Trustee
from disposing of any of its holdings as the Trustee may decide that is in the best interests of the
Trust Estate to sell at fair market value (or agree to a merger, consolidation, exchange or other
transaction at market value), but this provision is intended to provide that the Trustee shall not be
forced to so sell some or all of the Trust Estate assets, because of applicable fiduciary principles

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 (and state law provisions) to make trust property productive or for purposes of trust investment
diversification.
(L)

The powers granted to the Trustee in and by this Article or in and by

any other Article in this Agreement may be exercised in whole or in part and from time to time, and
shall be deemed to be supplemental and not exclusive, it being the intention of the Interested Party
that the Trustee shall have all of the general powers of trustees appropriate to the particular
circumstances, all of the special powers herein expressly granted, and all powers incidental to,
reasonably to be implied from or necessary to the proper exercise of, the special powers herein
enumerated.
TWELFTH: The Trustee shall be entitled to such compensation for services
incurred from acting hereunder as shall from time to time be agreed upon in writing between the
Trustee and the Interested Party.
THIRTEENTH:

The Trustee shall be obligated to exercise good faith and

reasonable prudence in the conduct of the trust, but shall not be liable on account of the exercise of
any discretion or power hereunder nor on account of any mistake or error of judgment nor
otherwise in connection with the trust, except for its own willful misconduct. The Trustee may
contract in such manner that it shall be expressly exempted from any individual or personal liability
and so that any liability with respect to such contract shall be limited to recourse against the Trust
Estate. The Trustee may take any action or refrain from acting in reliance upon the advice of
counsel without incurring any liability whatsoever on account of such action or inaction provided
that it selects counsel with reasonable care, but it shall not be required to procure such advice in
order to be entitled to the benefit of any exculpatory provision in this Agreement. The Trustee may
rely upon any affidavit, certificate, letter, telegram, or other paper, or upon any other written or oral
notice or statement believed by it to be genuine, or upon any other evidence believed by it to be
sufficient. So relying, it shall be protected and saved harmless in making payments or distributions
and taking other action or refraining from action, if its action or inaction be in good faith and without
actual knowledge of any changed or different fact, including the changed condition or status of any
person to whom it shall make any payment or distribution. Notwithstanding the foregoing, it is the

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 intent of the Interested Party to relieve the Trustee for liability for breach of trust to the fullest
extent permitted under West Virginia law, including, without limitation, W.Va. Code §44D-10-1008
or any amendments thereto.

No successor Trustee shall have any duty to inquire into the

administration of the trust by any predecessor nor any liability with respect to such administration or
any failure of any predecessor fully to account.
FOURTEENTH:

No Trustee shall be required to furnish bond or other

security, or to obtain the approval of any court before applying, distributing, selling or otherwise
dealing with property in the Trust Estate.
FIFTEENTH:

The Trustee will be reimbursed from the trust for all

reasonable expenses incurred in performing the duties of the Trustee hereunder, including the cost
of any bond or liability insurance procured by the Trustee to protect a Trustee while acting as such
hereunder.
SIXTEENTH:

The Trustee shall in writing deliver to the Interested Party

within five (5) days of the time of receipt of the assets listed in Schedule A attached hereto an
acknowledgment of receipt of the assets so listed. Additional assets may be contributed to the trust
by the Interested Party at any time, with appropriate notice given of such additions to the West
Virginia Ethics Commission and in compliance with this Article.
SEVENTEEN:

A11 such powers as are herein delegated to the Trustee shall

be exercised only in a fiduciary capacity for the benefit of the Interested Party.
EIGHTEENTH :

The Trustee (and any substitute or successor) shall have the

right, by a duly acknowledged instrument delivered to the Interested Party, to resign as Trustee, in
which event the Interested Party shall designate and appoint a substitute or successor Trustee who
shall have all of the rights, powers, discretions, and duties conferred or imposed hereunder upon the
original Trustee. A Trustee may be an individual or entity authorized under West Virginia law to
provide trust services. The Interested Party reserves the right to substitute at any time a new
Trustee for the Trustee named herein or any successor thereto, as the result of death, resignation or
the incapacity of a Trustee (such incapacity as determined in a writing as the medical opinion of a

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 licensed physician who has examined such Trustee), such substitution subject to approval by the
West Virginia Ethics Commission. Such substitution shall be effective on the date specified in
writing addressed by the Interested Party to the Trustee resigning or being substituted for under this
Agreement and to the person or entity to be substituted for such Trustee and after the requisite
approval of the West Virginia Ethics Commission.
NINETEENTH:

The term "Interested Party" as used herein shall not include

the children of the Interested Party who may have a beneficial interest in the assets listed in
Schedule A attached hereto.
TWENTIETH:

This Agreement shall terminate upon the first to occur of the

following:(a) James C. Justice, II ceasing for any reason to serve as the Governor of the State of
West Virginia, unless otherwise directed in writing or (b) the receipt by the Trustee of a written
direction from the Interested Party that the Agreement be terminated, or (c) the death of James C.
Justice, II.
Upon termination, for events other than the death of James C. Justice, II, the assets
constituting the Trust Estate shall be retitled in the name of James C. Justice, II (or as he
designates) and distributed to him (or as he otherwise directs) within a reasonable time following the
termination of the trust. If the trust terminates as a result of the death of James C. Justice, II, then
the Trustee shall distribute the assets constituting the Trust Estate to the duly qualified personal
representative of the Estate of James C. Justice, II, within a reasonable time following the death of
James C. Justice, II.
TWENTY-FIRST:

As provided by West Virginia Code §6B-2-8(c), the Trustee

hereunder, by accepting the trusteeship of this trust, affirms that the Trustee is (a) either an
attorney or certified public accountant, or both; (b) independent of and unassociated with the
Interested Party so that the Trustee cannot be controlled or influenced in the administration of the
Trust by the Interested Party; and (c) not related to the Interested Party.

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 TWENTY-SECOND:This Agreement shall be construed and administered, and the
validity of the trust hereby created shall be determined, in accordance with the laws of the
State of West Virginia.

*tor
A

ames C. Justice

Cathy L.

e

Howard Burnette, Trustee

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 TWENTY-SECOND:This Agreement shall be construed and administered, and the
validity of the trust hereby created shall be determined, in accordance with the laws of the
State of West Virginia.

James C. Justice, 11

Cathy L. Justice

Howard Burnette, Trustee

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 Schedule A

1. All of the Interested Party's interest in Justice Holdings LLC,a West Virginia limited
liability company,representing a 51% interest.
a. Wintergreen Partners, Inc., a Virginia corporation, which is 100% owned by
Justice Holdings, LLC.
i. Wintergreen Hospitality Partners, LLC,a Virginia limited liability
company, which is 100% owned by Wintergreen Partners, Inc.
ii. Wintergreen Resort Premier Properties, LLC,a Virginia limited
liability company, which is 51% owned by Wintergreen Partners, Inc.
b. Glade Springs Real Estate Company L.L.C., a West Virginia limited liability
company, which is 99% owned by Justice Holdings, LLC.
2. A11 of the Interested Party's interest in Glade Acquisitions, LLC,a West Virginia limited
liability company, representing a 47.175% interest.
a. GSR,LLC,a West Virginia limited liability company, which is 100% owned by
Glade Acquisitions, LLC.

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