STATE OF LOUISIANA PARISH OF ORLEANS CITY OF NEW ORLEANS RAT IFICAT ION, EXTENSION, MODIFICATION AND AMENDMENT of the AUGUST 4, 1914 EDWARD WISNER DONATION BE IT KNOWN, that effective for all purposes on the 3rd day of August of 2014, BEFORE US, the undersigned notaries public, duly commissioned and quali?ed in and for the respective jurisdictions hereinafter set forth, and in the presence of the witnesses hereinafter named and undersigned, PERSONALLY CAME AND APPEARED: A. CITY OF NEW ORLEANS, both in the capacity of Trustee of the Edward Wisner Trust (sometimes herein referred to as ?Trustee?), and in the capacity of a beneficiary of the Edward Wisner Trust herein represented in both capacities by LaToya Cantrell, Mayor, duly authorized by resolution of the Edward Wisner Donation Advisory Committee (hereinafter ?Wisner Committee?), attached hereto and made a part hereof; B. BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE a public constitutional corporation of the State of Louisiana, appearing herein pursuant to its authority under Act 3 of the 1997 regular session of the Louisiana Legislature and in its capacity as the statutory owner and operator of the Medical Center of Louisiana at New Orleans (formerly known as ?Charity Hospital? and ?Big Charity?), represented herein by Thomas C. Galligan, Jr., Interim President of Louisiana State University, a duly authorized person of the full age of majority and domiciled in the Parish of East Baton Rouge, State of Louisiana; C. THE ADMINISTRATORS OF THE TULANE EDUCATIONAL FUND (?Tulane?), a non-profit corporation in good standing under the laws of the State of Louisiana, appearing and acting herein through Patrick Norton, a duly authorized person of the full age of majority and domiciled in the Parish of Orleans, State of Louisiana; D. THE SALVATION ARMY (?Salvation Army?), a Georgia non-pro?t corporation in good standing and qualified to do business in the State of Louisiana, appearing and acting Page 1 of38 herein through Willis Howell, a duly authorized person of the full age of majority and domiciled in the County of Gwinnett, State of Georgia; . MARK E. PENEGUY, a person of the full age of majority and domiciled in the Parish of Orleans, State of Louisiana, individually, and as the duly authorized agent for Richard A. Peneguy, Jr., under limited power of attorney dated, November 24, 2009, registered in COB 1809, Page 570, Instrument Number 1087492; Elizabeth P. Green, also known as Elizabeth Wisner Peneguy Green, under limited power of attorney dated November 24, 2009, registered in COB 1809, Page 573, Instrument Number 1087493; Christopher T. Peneguy, under limited power of attorney dated December 10, 2009, registered in COB 1809, Page 576, Instrument Number 1087494, the three preceding instruments all being registered on March 4, 2010, Records of Lafourche Parish, Louisiana; and the Succession of David Charles Peneguy, under general Act of Procuration dated June 30, 2005, registered in COB 2151, Page 502, Instrument Number 1285726, on October 22, 2019, Records of Lafourche Parish, Louisiana; . EWP FAMILY PROPERTIES, LLC, a limited liability company organized under the laws of the State of Louisiana, in good standing, having its principal place of business in the Parish of East Baton Rouge, Louisiana, appearing herein through its Managing Member, Edward W. Peneguy, Jr., a person of the full age of majority and domiciled in the Parish of East Baton Rouge, State of Louisiana, duly authorized by a resolution of the members; I . CROCKER LEIGH INVESTMENT TRUST, herein represented by its Trustee, James N. Peneguy, a person of the full age of maj ority and domiciled in the Parish of East Baton Rouge, State of Louisiana; . WENDELL H. COOK, JR, a person of the full age of majority and domiciled in the County of Madison, State of Mississippi, individually, and as the duly authorized agent for Christopher T. Cook, Timothy M. Cook, and Andrew J. Cook, under joint general durable power of attorney dated June 4, 2007, registered in COB 2152, Page 454, Instrument Number 1286332, on November 4, 2019; and Kathy M. Temple, under limited power of attorney dated December 2, 2009, registered in COB 1809, Page 582, Instrument Number 1087496; both being registered in the Records of Lafourche Parish, Louisiana; Page 2 of 38 I. JOHN P. COOK, a person of the full age of majority and domiciled in the County of Tuscaloosa, State of Alabama, individually, and as Trustee of the Jane Peneguy Cook Family Trusts A and P. HOLMES COOK, a person of the full age of majority and domiciled in the County of Hinds, State of Mississippi; HARRIET ELIZABETH COOK, a person of the full age of majority and domiciled in the County of Tuscaloosa, State of Alabama; KEENE R. KELLEY, a person of the full age of majority and domiciled in the Parish of Orleans, State of Louisiana, individually and duly authorized agent for Amelie Marchesseau, Charlotte Marchesseau, Betty Adamsen (formerly Betty Marchesseau), David M. Trelles, Robert E. Dufour, David A. duPlantier, Diane D. McNabb, William Bres Gregory, Angela Gregory Hansen, Anne Marie Hughes, Glenn M. Gregory, Janice P. Beeman, John Gregory Percy, Anne Porteous Vickery, Mildred (Millie) B. Ball, Laura Elizabeth McGee, Sharon Tyler McGee, Stanley S. Morris, Elizabeth M. Williams, Catherine Kernan Young, Susan Boone Davidson, Sally Boone Cromwell, Timothy David Boone, Theodore Brierre Boone, Francis Palmer Kelley Ragsdale and Catholic Charities Archdiocese of New Orleans under the limited powers of attorney listed and identified on Exhibit A attached to and made part hereof for all purposes; . JANIS D. KUGLE, a person of the full age of majority and domiciled in the County of Rockwall, State of Texas; WILLIAM D. PORTEOUS, a person of the full age of majority and domiciled in the County of New York, State of New York; ALEXANDRA KEITH PORTEOUS, a person of the full age of majority and domiciled in the Parish of Orleans, State of Louisiana; JANE K. STUBBS, a person of the full age of majority and domiciled in the County of New York, State of New York; ST. JOSEPH CHURCH, a non?pro?t corporation in good standing under the laws of the State of Louisiana, appearing and acting herein through Rev. Tom Stehlik, C.M. a person of the full age of majority and domiciled in the Parish of Orleans, State of Louisiana, duly authorized; Page 3 of 38 R. STEPHANIE KUGLE MACVEIGH, a person of the full age of majority and domiciled in the County of Denton, State of Texas; and S. MICHELLE KUGLE GROSS, a person of the full age of majority and domiciled in the County of Rockwall, State of Texas. All of the parties identified above in paragraphs A through S, both inclusive, are sometimes herein below referred to as the ?Parties?. WITNESSETH: WHEREAS, on August 4, 1914, Edward Wisner made and executed a donation inter vivos (the ?Act of Donation?) of certain lands situated in the Parishes of Jefferson, St. John the Baptist, and Lafourche, to the City of New Orleans as Trustee for the Edward Wisner Trust (the ccTrust?) for the bene?t of the City of New Orleans, the Administrators of the Tulane Educational Fund, The Salvation Army, Inc, and the Charity Hospital of New Orleans, which entities were the original sole bene?ciaries of the Trust; WHEREAS, the Act of Donation was accepted by the then Trustee, Martin Behrman, Mayor of the City of New Orleans; WHEREAS, Edward Wisner died on March 8, 1915, and, on December 26, 1928, believing that the Trust was created in violation of their respective community property and forced heirship rights, Mrs. Mary J. Wisner, Ms. Elizabeth Wisner, and Mrs. Harriet Rowena Wisner, wife of Harry J. Peneguy, as the widow in community and the then sole and only heirs at law and legatees of Edward Wisner, (the said widow, heirs, and legatees, together in turn with their respective heirs, successors, and assigns, being referred to herein collectively as the ?Wisner Family?) filed a lawsuit on December 26, 1928, entitled Mrs. Mary J. Wisner, er a] v. City of New Orleans, er bearing proceeding No. 178463 on the docket of the Civil District Court of the Parish of Orleans, State of Louisiana (the ?1928 Lawsuit?) in which the plaintiffs sought to annul, set aside, and have declared void the Act of Donation and also to have the plaintiffs? ownership recognized in the property made the corpus of the Trust; WHEREAS, by agreement dated September 17, 1929, authorized representatives of all parties to the 1928 Lawsuit, namely the City of New Orleans, the Administrators of the Tulane Educational Fund, Charity Hospital of New Orleans, The Salvation Army, Inc., and the Wisner Family, entered into a compromise and settlement of the 1928 Lawsuit thereby creating and establishing certain contractual rights and obligations between the parties and providing for, Page 4 of 38 among other matters, amendment of the Trust as originally created by the Act of Donation (the ?Compromise Agreement?); WHEREAS, the Compromise Agreement was made the judgment of the Court in the 1928 Lawsuit by Judgment dated April 1, 1930 (the ?1930 Judgment?), which now is ?nal and unappealable; WHEREAS, the Wisner Committee was established for the purposes described in the Compromise Agreement and the 1930 Judgment, including to manage and administer the Trust?s assets; WHEREAS, the Act of Donation, the Compromise Agreement, and the 1930 Judgment collectively set out the contractual rights and obligations of the parties thereto (the Act of Donation, the Compromise Agreement, and the 1930 Judgment sometimes collectively referred to herein as the ?Trust Documents?); WHEREAS, various disputes arose between and among certain beneficiaries of the Trust, the Wisner Committee and the Trustee, including, without 1imitation, disputes regarding the contractual rights and obligations of the parties to the Compromise Agreement, the terms and conditions of the Trust Documents, the term of the Trust, the management and administration of the Trust, the rights and obligations regarding use and disposition of proceeds of the Trust by the City of New Orleans as a bene?ciary, the purposes, rights and obligations of the Wisner Committee, and the interpretation and application of the Trust Documents, which resulted in the ?ling, on December 10, 2012, by the Honorable Mitchell J. Landrieu, Mayor of the City of New Orleans, as EX?Of?cio Trustee of the Trust, of a lawsuit entitled In Re: Edward Wisner Donation, Honorable Mitchell Landrieu, Mayor and Ex?O?ieio Trustee, No. 12?11469, Civil District Court for the Parish of Orleans, State of Louisiana, and the ?ling, on January 4, 2013, by certain beneficiaries of the Edward Wisner Trust of a lawsuit entitled, In Re: The Edward Wisner Trust, a/k/a The Edward Wisner Donation, Honorable Mitchell J. Landrieu, Mayor and Ex- O?icio Trustee, and the Edward Wisner Donation Advisory Committee, No. 13?107, Civil District Court for the Parish of Orleans, State of Louisiana, which lawsuits were consolidated, tried, and ultimately adjudicated on appeal by the Louisiana Court of Appeal, Fourth Circuit, as set forth in In Re: The Edward Wisner Donation, 2014?0027, 2014?0028 (La. App 4 Cir. 09/18/2014), writ denied, 2014?2135 (La. 02/13/2015), 159 So.3d 463; Page 5 of 38 WHEREAS, in part, the ?nal outcome of the lawsuits was a judicial determination that the Trust terminated on August 4, 2014, and the Trust therefore is now in a ?wind-down? status during which it remains extant and its business operations necessarily continue for the protection and preservation of the Trust?s assets; WHEREAS, while the Trust remains extant in its ?wind-down? status, for their mutual bene?t the Parties desire to confect an agreement under which the assets forming the corpus of the Trust will remain in trust to be owned, managed, and administered consistent with the intent and purpose of this Rati?cation, Extension and Amendment of the August 4, 1914 Edward Wisner Donation (the ?Agreement?) consistent with the intent and purpose as expressed in the terms of the Trust, with such modi?cations as are provided in this Agreement to further those purposes; WHEREAS, all Parties hereto believe that retention of said assets forming the corpus of the Trust within the Trust and their continued ownership, management, and administration, Consistent with the intent and purpose of this Agreement, not only will realize and achieve maximum value of the Trust?s assets, but also will avoid loss, dissipation, and in fact insure preservation of the Trust?s assets, all for the benefit of both the public interest and the Bene?ciaries (as de?ned in Section 4, below, and identi?ed on Exhibit attached hereto) consistent with the intent and purpose as expressed in the terms of the Trust, with such modi?cations as are provided in this Agreement to further those purposes; WHEREAS, desiring to preserve and enhance the Trust?s properties further described in Sections 2 and 3 below together with all of the other resulting bene?ts that will accrue therefrom, the Trustee and the Bene?ciaries wish to provide for continuation of the Trust beyond the stated term in the aforesaid Act of Donation; WHEREAS, in view of the passage of time and changing community, charitable and public requirements which have rendered some of the original purposes of the Trust to be of no current bene?t to the Community, the Trustee and the Bene?ciaries deem it necessary and appropriate to make certain modi?cations with respect to the purposes of the Trust for the bene?t of the community, and consistent with the Trust?s original purposes, as to be more fully set out hereinafter; and Page 6 of 38 WHEREAS, in view of certain ambiguities existing in certain of the Trust Documents relating to the operation of the Trust, the Trustee and the Bene?ciaries desire to execute this Agreement, in order to assure the Trust?s smooth, ef?cient, and ?exible operation in future years. NOW, THEREFORE, in consideration of the premises and the mutual advantages to be derived to each of them, the Trustee and Bene?ciaries do hereby agree and bind themselves as follows: 1. The Act of Donation shall be and it is hereby rati?ed, extended and amended as set forth below. 2. The Trust has remained extant and viable throughout its wind-down period and shall now continue inde?nitely and perpetually without limitation as to term, and shall continue to be administered, maintained and governed in accordance with and subject to the terms and provisions of the Trust Documents, except as speci?cally clari?ed, modi?ed, extended, rati?ed, or otherwise changed in this Agreement to conform to the settlor?s purposes or to implement the settlor?s purpose under changed conditions. The Trust corpus shall continue to be comprised and composed of its immovable property, improvements, fruits, income, revenue, movable property, and other assets (collectively, the ?Trust Property") which are held in trust for the bene?t of the Bene?ciaries in the name of the Trustee. 3. The immovable property made subject to the Trust is described as follows to?wit: JEFFERSON PARISH, LOUISIANA That portion of Section Twenty Two, East of Bayou Segnette, Southeast quarter of Section Seventy Two, all Section Seventy Three, East of Bayou Segnette, except Northeast quarter, all Section Seventy Six east of Bayou Segnette, except East half of Southeast quarter, East half of Southeast quarter and that portion of the West half of Section Eighty, east of Bayou Segnette, all Section Eighty Three, Township Fourteen South Range Twenty Three East. ST. JOHN THE BAPTIST PARISH, LOUISIANA South half of Southwest quarter and Northwest quarter of Southwest quarter of Section Twenty Nine, Township Twelve South Range Nineteen East. Section Fifteen, Northwest quarter of Southwest quarter, South half of Southwest quarter, Southwest quarter of Southeast quarter and Lot Two of Section Twenty Seven; Lots Two, Three, Four, Five and Six of Section Twenty Eight; Southeast quarter of Northeast quarter of Section Twenty Nine; Lot One of Section Thirty One; Lots One, Two, Three, Four, and Six and east half of Northwest quarter of Section Thirty?Two, Township Thirteen South Range Eighteen East. Southeast quarter of Northwest quarter, north half of Northeast quarter and that portion of the north half of south half of Section Two, North of Bayou Chevreuil, that portion of Northwest quarter of Northwest quarter of Section 3 north of Page 7 of 38 Bayou Chevreuil, that portion of the Northwest quarter of Northeast quarter of Section Four, north of Bayou Chevreuil, Township Fourteen South, Range Eighteen East. LAFOURCHE PARISH, LOUISIANA All Section One, those portions of Section Two and Three and East half of Section Four, lying south of Bayou Chevreuil, Northwest quarter of Northeast quarter, South half of Northeast quarter and Lot One of Section Ten, and Lots One and Two, south half of Northwest quarter; Northwest quarter of Southwest quarter and north half of Northeast quarter of Section Eleven, Township Fourteen South, Range Eighteen East. That portion of Section Thirteen lying south of Commercial Canal, Southeast quarter and that part of Northeast quarter of Southwest quarter lying south of Commercial Canal, Section Fourteen, East half of Southeast quarter of Section Twenty Three, Southeast quarter of Southeast quarter, west half of Southeast quarter and Southwest quarter of Section Twenty Four, all Section Twenty Five, Northeast quarter of Northeast quarter, South half of Northeast quarter and Southeast quarter of Section Twenty Six, Southeast quarter of Southwest quarter, south half of Southeast quarter, north half of Northeast quarter and Northwest quarter of Northwest quarter of Section Thirty Five, north half of north half and south half of south half of Section Thirty Six, Township Twenty One, South, Range Twenty Two East. Those portions of Sections Seven, Eight, Nine, Ten and Eleven, lying South of Commercial Canal, Sections Fourteen, Fifteen and Seventeen, that portion of Section Eighteen lying south of Commercial Canal, all Sections Nineteen, Twenty, Twenty One, Twenty Two, Twenty three, Twenty Five, Twenty Six, Twenty Seven, Twenty Eight, Twenty Nine, Thirty, Thirty one, Thirty Two, Thirty Three, Thirty Four, Thirty Five and Thirty Six, Township Twenty One South, Range Twenty Three East. All Sections One to Fifteen, inclusive, all section Seventeen, all Section Twenty, except Southwest quarter of Southwest quarter, Sections Twenty One, Twenty Two, and Twenty Three, Sections Twenty Six and Twenty Seven, North half of north half and Southwest quarter of Section Twenty Six and Twenty Seven, North half of north half and Southwest quarter of Section Twenty Eight, south half of Northwest quarter and Southwest quarter of Section Twenty Nine, Northwest quarter and south half of Section Thirty Two, Section Thirty Three, south half of north half and south half of Section Thirty Four, all Section Thirty Five, except Northwest quarter of Northwest quarter Section Thirty Six, Township Twenty Two South, Range Twenty Three East. Sections One and Two, Northwest quarter of Northeast quarter and east half of each half of Section Three, Northeast quarter of Northeast quarter of Section Ten, Sections Eleven and Twelve, all Section Thirteen, except south half of Southwest quarter; north half of Southeast quarter, east half of Northwest quarter and Northeast quarter of Section Fourteen, Lot Three of Section Twenty Two, those portions of Sections Twenty Three, Twenty Seven and Thirty Four, south of west fork of Bayou Lafourche, lots Two, Three and Six, west half of Southwest quarter, Southeast quarter of Southwest quarter, east half of Northeast quarter of Section Twenty Four, all section Twenty Five, except Lot One, Sections Twenty Six and Thirty Five, Township Twenty Three South, Range Twenty Two East. Sections One to Twelve, inclusive, all Section Nineteen except Southwest quarter of Southwest quarter, Sections Twenty and Twenty One, Northeast quarter of Northwest quarter and Northeast quarter of Section Thirty, Sections Seventeen and Eighteen, Township Twenty Three South, Range Twenty Three East. The foregoing descriptions containing in the aggregate ?fty thousand (50,000) acres of land, more or less, according to Government Survey. Page 8 of38 It being the intent of the Parties to include in this description all immovable property in the Parishes of Jefferson, St. John the Baptist, and Lafourche, Louisiana, whether or not expressly herein described, title to which was transferred to the Trustee by the Act of Donation, to be administered by the Trustee as a ?duciary for the bene?t of the Bene?ciaries. Less and except any such portions of the above described property which were previously conveyed to one or more third parties as re?ected in the respective conveyance records of Jefferson Parish, Louisiana, St. John the Baptist Parish, Louisiana and/or Lafourche Parish, Louisiana. The current Bene?ciaries (and their respective heirs, successors, and assigns as may be applicable in the future) are and shall be both principal and income bene?ciaries of the Trust. The current Bene?ciaries are identi?ed, and their respective principal and income interests are set forth, in the schedule attached hereto and incorporated by reference as Exhibit In order to more economically, practically, and orderly manage, operate, and administer the Trust and the Trust Property, a joint board is hereby created by the Bene?ciaries to be known as the Edward Wisner Trust Management Board (?Board?), which shall be composed of ?ve (5) Members: one to be the Mayor of the City of New Orleans or his or her designee, one to be selected by LSU, one to be selected by Tulane, one to be selected by the Salvation Army, and one to be jointly selected by the Wisner Family. Any legal instrument, writing, or contract which sets forth rights or obligations affecting the Trust or the Trust Property and which contains a term in excess of two (2) years (twenty-four (24) consecutive calendar months) will require the signature of each of the ?ve (5) Members of the Board in order to be binding on, effective or enforceable against the Trust. Except as otherwise expressly provided herein for certain actions of the Board requiring the unanimous consent of the Board Members, all actions of the Board must be authorized upon a percentage vote of the Board of not less than sixty?six percent of the entire bene?cial interest in the Trust with each Board Member actually present having a percentage vote equal to the percentage of beneficial interest in the Trust, of the respective Bene?ciary or Bene?ciary family or group which such actually present Board Member represents. The Board is hereby empowered to manage, direct, and administer all of the Trust Property, and to that end, all matters relating to the management and administration of the Page 9 of 38 10. 11. Trust and the Trust Property shall be handled by the Board. The Trustee is empowered to acquire, sell, or alienate Trust Property provided, however, any such action may only be taken upon prior unanimous written approval of the entire Board. No Party shall act with respect to any Trust matter, or with respect to any Trust Property, including without limitation, the disposition of any income interest or principal interest of the Trust Property, without having first received the express written authorization of the Board. The Board, which has been created and established by private contract by and among the Bene?ciaries under the express terms and provisions of this Agreement, shall conduct its internal affairs and operations, including the hiring and termination of staff employees, and expenditure of funds as deemed reasonably necessary or appropriate, in its sole discretion. The Board shall conduct its business and manage all of its affairs in accordance with its bylaws as adopted and amended from time to time. Notwithstanding the foregoing, the Board shall be and is hereby authorized, upon a percentage vote of the Board as set forth in Section 6, above, a) to lease or encumber Trust Property, and b) to hire or terminate such personnel as it deems necessary or appropriate in its sole discretion, including, without limitation, the hiring, retention and termination of employees, independent consultants, contractors, agents, representatives, attorneys, accountants, auditors, surveyors, appraisers, landmen, and any other professional service personnel or consultants it deems necessary or appropriate, any or all of whom shall be employed solely at the pleasure and upon the direction of the Board. Notwithstanding the foregoing, the Board, upon a percentage vote of the Board as set forth in Section 6, above, may adopt or amend such rules and regulations, including bylaws, not in conflict with this Agreement, as it deems necessary or appropriate in its sole discretion. In the event of any conflict between any rules and regulations, and/or bylaws adopted by this Board and this Agreement, the terms and conditions of this Agreement shall govern and control. A principal purpose of management and administration of the Trust is to generate and earn income which, less such portion thereof determined by the Board in its business judgment to be necessary for expenses associated with the operation, administration, and preservation of the Trust and Trust Property, shall be distributed to the Beneficiaries no less frequently than quarterly each calendar year. Page 10 of38 12. 13. 14. 15. 16. Pursuant to this Agreement, the Trust shall have perpetual duration. Nevertheless, the Trust may be terminated only upon a unanimous vote of the entire Board, and upon such termination, all remaining Trust Property shall be distributed to the Bene?ciaries (or, if appropriate, to their respective heirs, successors, or assigns) in accordance with their respective bene?cial interests. If any Trust Property is sold, the receipts therefrom shall be distributed in the same manner. The proportionate share of funds that are distributed from the Trust to the City of New Orleans, as a bene?ciary, shall be used only and exclusively for non-political, non?pro?t projects within the City of New Orleans or the Parish of Orleans, that are designed to serve one or more of the following purposes: education, beauti?cation, recreation, and charitable services. Notwithstanding the provisions of Section 15, below, the Trustee shall determine the particular non?political, non-pro?t projects for such purposes to be supported and the amounts to be committed in the form of grants from the City?s proportionate bene?cial share of distributions from the Trust. Prior to making any grants, the Trustee shall provide the Board members with a list of proposed grants identifying the proposed grantee, the purpose, and the amount of the grant. The Board members shall have a reasonable time, not less than 30 days, to comment on the proposed grants. The City of New Orleans shall establish a separate bank account to which all trust distributions to the City of New Orleans, as bene?ciary, shall be deposited, and from which grant distributions will be made. This account shall be named, ?City of New Orleans?Edward Wisner Trust Proceeds Account.? Copies of the statements of this special bank account shall be provided each month to the Members of the Board including additional information, if any, that is necessary to con?rm the identity of grant recipients and the date and amount of each grant distribution made from the account. The Mayor of the City of New Orleans, shall continue to act as Trustee of the Trust subject to and only upon the advice and consent of and pursuant to the direction of the Board. The Mayor of the City of New Orleans (or his or her designated alternate) shall continue to act as the Chair of for the Board and the other bene?cial interests each shall designate two individuals as alternate Members of the Board to represent its respective, bene?cial Page 11 of 38 17. 18. 19. 20. interest on the Board. The designation of each Member and alternate Member shall be con?rmed, in writing, by the appropriate bene?cial interest owner to the Board and the Trustee. Only one alternate member may at any given time act in the absence of the Member or alternate member for whom he or she is so designated. Any vacancy in a seat held by an appointed Member representing any bene?cial interest shall be ?lled only by that bene?cial interest having the original right of appointment. The duties and functions of the Board shall include, without limitation: the adoption and amendment of bylaws for its operation; the election or designation in the bylaws of of?cers; (0) the selection or appointment of subcommittees, as needed, for establishing and recommending policies and procedures and addressing other speci?c issues associated with the business of the Trust; the management, direction, and administration of all business activities on, or connected with the Trust Property, or of the Trust; and the giving of its advice and consent and its direction to the Trustee on all matters pertaining to the Trust. All matters relating to the Trust and Trust Property shall be handled by the Board. In advance of each calendar year, the Board shall unanimously approve and adopt an annual budget to include projections of anticipated Trust revenue, gains, expenses, losses, and expenditures for the upcoming calendar year. All expenditures and expenses, necessary or proper, incurred by the Board or the Trustee shall be paid out of any funds comprising Trust Property. In the event of a con?ict between the provisions and terms of this Agreement and the provisions and terms of the Trust Documents, the provisions and terms of this Agreement shall govern and control, and, where there is no conflict between the provisions and terms of this Agreement and the provisions and terms of the Trust Documents, the provisions and terms of the Trust Documents which do not con?ict with the terms of this Agreement, are hereby rati?ed, con?rmed, and accepted, and shall remain in full force and effect and shall be incorporated herein as if they were stated and agreed upon within this Agreement. The Board and each of its individual Members shall at all times, have access, and shall be entitled, to review and copy all documents, contracts, reports, records, emails, letters, notes, correspondence, writings, drawings, graphs, charts, photographs, sound recordings, Page 12 of 38 images, and any and all other data and data compilations in any medium from which information can be obtained, translated (if necessary), through detection and other devices into reasonably useable form, and to receive copies of same, in actual or constructive possession of the Mayor of the City of New Orleans, and any former Mayor of the City of New Orleans which affect or relate to the Trust, the Trust Property, or any property now or formerly administered by the Trustee, by the former Wisner Committee, or the Board. These documents shall be provided to the Board no later than thirty (30) days following written request from the Board or any individual member of the Board. 21. This Agreement or notice thereof shall be recorded in the conveyance records of Orleans, Jefferson, St. John the Baptist and Lafourche Parishes, State of Louisiana, as part of, and as a rati?cation, extension and amendment to, the Trust and the Trust Documents. 22. Any notice or communication required or permitted to be given to, or furnished by, any of the Parties under this Agreement shall be in writing and mailed or delivered by certified mail, return receipt requested, or by a national overnight delivery service, such as Federal Express, to the Parties as follows: IF TO THE CITY OF NEW ORLEANS: Attn: The Honorable Mayor of New Orleans 1300 Perdido Street 2nd Floor New Orleans, LA 70112 COPY TO: The Honorable City Attorney, City of New Orleans 1300 Perdido Street 5th Floor, Room 5E03 New Orleans, LA 70112 IF TO THE BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE: LSU General Counsel 3 810 West Lakeshore Drive Baton Rouge, LA 70803 IF TO THE ADMINISTRATORS OF THE TULANE EDUCATIONAL FUND: Attn: President 6823 St. Charles Avenue 327 Gibson Hall New Orleans, LA 70118 Page 13 of 38 IF TO THE SALVATION ARMY: Attn: President and TerritorialCommander 4526 South Claiborne Ave. New Orleans, LA 70125 AND TO THE FOLLOWING: Mark E. Peneguy, individually, and as agent for Richard A. Peneguy, Jr., Elizabeth P. Green, AKA Elizabeth Wisner Peneguy Green, Christopher T. Peneguy, and the Succession of David Charles Peneguy PO. Box 13686 New Orleans, LA 70185 peneguy@cox.net EWP Family Properties, LLC Attn: Edward W. Peneguy, Managing Member 1831 East Woodchase Drive Baton Rouge, LA 70808 ewpeneguy@gmail.com Crocker Leigh Investment Trust Attn: James N. Peneguy, Trustee 17418 Lantana Court Baton Rouge, LA 70817?4240 Wendell H. Cook, Jr., individually, and as agent for Christopher T. Cook, Timothy M. Cook, Andrew J. Cook, and Kathy M. Temple 22 Blackberry Lane Madison, MS 39110 wcjr2@att.net John P. Cook, individually, and as Trustee of the Jane Peneguy Cook Family Trusts A and Raymond James Associates 200 Marina Drive Tuscaloosa, AL 35406 ohn.Cook@RaymondJ ames.com P. Holmes Cook 3434 Old Canton Road Jackson, MS 39216 holmescook@yahoo.com Harriet Elizabeth Cook 14451 Paul Howell Road Northport, AL 35475 hecook@bellsouth.net Keene R. Kelley PO. Box 15348 New Orleans, LA 70175 keenekelley@hotmail.com Amelie Marchesseau 2163 Lima Loop PMB 71?467 Laredo, TX 78045 ameliemarchesseau@gmail.com Page 14 of 38 Charlotte Marohesseau 5206 Pine Forest Road Houston, TX 77056 oharlotte@houcity.eom Betty Adamsen 3 03 6 Whitetail Trail Nolanville, TX 76559 bmadarnsen@gmail.com David M. Trelles 1725 Woodland Street NW Cullman, AL 35055 Dtrelles4@yahoo.corn Robert E. Dufour 410 Labarre Drive Metairie, LA 70001 tee72960@yahoo.oorn The Very Reverend David Allard duPlantier 2037 South Claiborne Avenue New Orleans, LA 70118 eecdean@aol.oom Diane D. MoNabb 500 Elmington Avenue, Apt. 501 Nashville, TN 37205 Deemai1501@grnail.com William Bres Gregory, 605 Caddo Gap Road Bonnerdale, AR 71933 austintx6 5 @hotmail.oom Angela Gregory Hansen 22506 SE 265th Place Maple Valley, WA 9803 8 agahansen@att.net Anne Marie Hughes 2703 Little Elm Trail Cedar Park, TX 78613 annehughes8@hotmail.com Glenn M. Gregory 2209 Quicksilver Blvd. Austin, TX 78744 ausgusman69@gmail.com Janice P. Beeman 4446 Taos Road Dallas, TX 75209 jpbeeman03@grnail.oom John Gregory Percy 4407 Alta Vista Lane Dallas, TX 75229 Page 15 of 38 Anne Porteous Viekery 5526 Chestnut Street New Orleans, LA 70115 Mildred (Millie) B. Ball 3008 Calhoun Street New Orleans, LA 70118 travlinmillie@aol.oom Laura Elizabeth McGee 3512 Old Post Road Raleigh, NC 27612 laura_ _megee@hotmail.eom Sharon Tyler McGee 3512 Old Post Road Raleigh, NC 27612 stylerm2@yahoo.com Stanley S. Morris, Ill, PO. Box 3117 Laguna Hills, CA 92654 Elizabeth M. Williams c/o Dr. Elizabeth B. Williams 6316 Ridgeway Road Richmond, VA 23 226 ehlabas 1 @gmail.com Catherine Kernan Young 920 Webster Street New Orleans, LA 70118 younggoggy@aol.com Susan Boone Davidson 117 Sycamore Drive Metairie, LA 70005 honeybunsusan@gmail.eom Sally Boone Cromwell 37 Riverdale Drive Covington, LA 70433 sbcromwell@yahoo.eom Timothy David Boone 1403 East 9th Street Okmulgee, OK 74447 tboone777@yahoo.com Theodore ?Teddy? Brierre Boone 420 E. 13? Avenue Covington, LA 70433 Palmer Ragsdale 202 N. Clark Street Roekwall, TX 75087 palmerragsdale@yahoo.eom Page 16 of 38 Catholic Charities Archdiocese of New Orleans Sr. Marjorie Hebert, M.S.C. President and CEO 1000 Howard Avenue, Suite 200 New Orleans, LA 70113 spierson@ccano.org Janis D. Kugle 1516 Shady Grove Circle Rockwall, TX 75032 bodcau2010@charter.net William D. Porteous 133 E. 94th Street New York, NY 10128 will@rre.com Alexandra Keith Porteous 1 13 8 Washington Avenue New Orleans, LA 70130 kpmeadel l3 8@gmail.com Jane K. Stubbs 56 West 11th Street Apt. 4FW New York, NY 10011 janestubbs@mac.com St. Joseph Church c/o Rev. Tom Stehlik, CM. 1802 Tulane Avenue New Orleans, LA 70112?2246 scm@aol.com Stephanie Kugle MacVeigh 2633 Hidden Knoll Trail Frisco, TX 75034 smacveigh@att.net Michelle Kugle Gross 3014 Oak Drive Rockwall, TX 75032 gfamilyfun@charter.net IF TO THE EDWARD TRUST MANAGEMENT BOARD: The Edward Wisner Trust Management Board Attn: Administrator/Land Manager 935 Gravier Street, Suite 825 New Orleans, LA 70112 Such notice or communication shall be deemed given as of the date of receipt shown on the return receipt thereof if sent by certi?ed mail, or the date of delivery as shown by the overnight delivery service receipt con?rmation. Each party may change its notice address by giving no less than ten (10) days? prior written notice to the Administrator/Land Manager of the Board. Page 17 of 38 23. 24. 25. By and through this Agreement each and all of the parties hereto expressly ratify, con?rm, and accept any and all continuing obligations of any of the?Parties under the terms and provisions of each of the Trust Documents, except to the extent expressly extended, modi?ed, and/or amended herein. The Parties hereto waive the production of all certi?cates required by law, including conveyance, mortgage and tax certi?cates, fully exonerating the Notaries undersigned from all responsibility in the premises. This Agreement shall be construed in accordance with the laws of the State of Louisiana. In the event any provision or portion of this Agreement is deemed contrary to any laws of the State of Louisiana, each of the Parties hereto agrees that such portion or provision hereof which is contrary to such laws, shall be reformed to the extent possible in order that such portion or provision hereof may be enforced to the maximum extent possible under said laws of the State of Louisiana and consistent with the intentions of the Parties expressed herein, and, in the event that such portion or provision hereof is not susceptible of being so reformed, then such portion or provision hereof deemed contrary to such laws shall be deemed stricken from this Agreement, and the remainder hereof shall be and remain in full force and effect. 26. No Party to this Agreement may assign or transfer the responsibilities or agreements made herein without the prior written consent of all of the non-assigning Parties; provided, however, notwithstanding anything herein to the contrary, any individual family bene?ciary, without prior written consent of any other non?assigning Party, may sell, donate (inter vivos or mortis causa), exchange, or otherwise transfer or share, or permit or cause the intestate devolution of, all or a portion of his or her interest in the Trust to his or her spouse, ascendants, descendants, and/or to another individual, family bene?ciary or family bene?ciaries, and/or his or her ascendants or descendants, and/or a trust, partnership, limited liability company, corporation, or other entity created for the bene?t of said individual family bene?ciary, or other family bene?ciary, or any of their spouses, ascendants and/or descendants. Similarly, prior written consent of any other non?assigning Party shall not be required for transfer of the entire interest of a corporation or institutional bene?ciary to a wholly owned and controlled subsidiary. Page 18 of 38 27. This Agreement may only be amended or supplemented in writing agreed to and signed by all of the Parties to this Agreement, or by the Parties? quali?ed or permitted I successors, as provided for in Section 26 above. 28. This Agreement constitutes the entire understanding between the Parties relating to this subject matter herein contained and supersedes all prior or simultaneous representations, discussions, negotiations, and memoranda, whether written or oral. Upon execution by all hereto, this Agreement will be effective pro tune as of August 3, 2014, and the Parties do hereby ratify and con?rm all acts and contracts entered into by the Edward Wisner Donation Advisory Committee and/ or Trustee of the Edward Wisner Donation on or prior to the effective date of this Rati?cation, Extension, and Amendment of the August 4, 1914 Edward Wisner Donation. 29. This Agreement may be executed in any number of counterparts and, when so executed, each counterpart shall have the same effect as if all parties had executed the same document, but this Agreement shall not be effective until executed by all the Parties hereto or their duly authorized representatives. The Administrator/Land Manager of the Board may compile the signature and acknowledgement pages of such counterparts into a single composite document. THUS DONE AND EXECUTED, EFFECTIVE ON THE DATE FIRST SET OUT ABOVE. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 19 of 38 STATE OF LOUISIANA PARISH OF ORLEANS i. THUS DONE AND PASSED in my of?ce at Maggy; [jig/yd; 57 Louisiana, the .3mgday of Me A 2020, in the presence of the undersigned competent Witnesses who hereunto sign their names with the said appearer and me, Notary, after due reading the Whole. WITNESSES: CITY OF NEW ORLEANS ignature of Wit/mess) LaToya Cantre11,\Mayor duly authorized representative 1.39M mi fir (Print Name of Witness) 3?1 3 {'11 ti? 1; 3 .3 ti 5x81 :2 W) I wt tar (Signature 0;Witness) s; iftr\w?g . 3w?! a (Print Name of W1tness) 5 MDMIS ?at-Fog (Print Name of Notary) (Bar Roll No.) Page 20 of 36