DE CHARITABLE FOUNDATION

DECLARATION OF TRUST made as of the 24th day of December, 2006, by ALAN

ENGLARD and FRIEDA ENGLARD, who hereby declare and agree that they have placed in
trust the sum of Ten Dollars ($10) which they will hold and manage, and any additions to it, in
trust as the Trustees, as follows:

First. This trust shall be called the "DE CHARITABLE FOUNDATION".

Second. The Trustees may receive or accept property, whether real, personal, or
mixed, by way of gift, bequest or devise, from any person, firm, trust, or corporation, to be held,
administered, and disposed of in accordance with and pursuant to the provisions of this
Declaration of Trust; but no gift, bequest or devise of any such property shall be received and
accepted if it is conditioned or limited in such manner as to require the disposition of the income
or its principal to any person or organization other than a "charitable organization" or for other
than "charitable purposes" within the meaning of such terms as defined in Article Third of this
Declaration of Trust, or as shall in the opinion of the Trustees, jeopardize the federal income tax
exemption of this trust pursuant to section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.

Third. A. The principal and income of all property received and accepted by
the Trustees to be administered under this Declaration of Trust shall be held in trust by the
Trustees and the Trustees may make payments or distributions from income or principal, or both,
to or for the use of such charitable organizations, within the meaning of that term as defined in
paragraph D, in such amounts and for such charitable purposes for the Trust as the Trustees shall
from time to time select and determine; and the Trustees may make payments or distributions from
income or principal, or both, directly for charitable purposes, within the meaning of the term as
defined in paragraph E, in such amounts as the Trustees shall from time to time select and
determine without making use of any other charitable organization. The Trustees may also make
payments or distributions of all or any part of the income or principal to states, territories or
possessions of the United States, any political subdivision of any ofthe foregoing, or to the United

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States or the District of Columbia but only for charitable purposes within the meaning of that term
as defined in paragraph E. No part of the net earnings of this trust shall inure or be payable to
or for the benefit of any private shareholder or individual, and no substantial part of the activities
of this trust shall be the participation in, or intervention in (including the publishing or the
distributing of statements), any political campaign on behalf or in opposition to any candidate for
public office.

B. The Trustees shall review all requests for funds from other organizations.
The Trustees shall require that such requests specify the use to which the funds will be put, and
if the Trustees approve the request, they shall authorize payment of such funds to the approved
grantee. The Trustees shall require that the grantees furnish a periodic accounting to show that
the funds were expended for the purposes which were approved by the Trustees. The Trustees
may, in their absolute discretion, refuse to make any grants or contributions or otherwise render
financial assistance to or for any or all the purposes for which funds are requested. After the
Trustees have approved a grant to another organization for a specific project or purpose, the Trust
may solicit funds for the grant to the specifically approved project or purpose of the other
organization. However, the Trustees shall, at all times have the right to withdraw approval ofthe
grant and use the funds for other charitable, scientific or educational purposes.

C. The Trust shall continue forever unless the Trustees terminate it and
distribute all of the principal and income, which action may be taken by the Trustees in their
discretion at any time. On such termination, assets shall be distributed for one or more exempt
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or shall be distributed to the federal
government or to a state or local government, for a public purpose. The Trustees are authorized
and empowered to form and organize a nonprofit corporation limited to the uses and purposes
provided in this Declaration of Trust, such corporation to be organized under the laws of any state
or under the laws of the United States as may be determined by the Trustees; such corporation
when organized to have the power to administer and control the affairs and property and to carry
out the uses, objects and purposes of this trust. Upon the creation and organization of such
corporation, the Trustees are authorized and empowered to convey, transfer and deliver to such
corporation all the property and assets to which this trust may be or become entitled. The charter,
bylaws and other provisions for the organization and management of such corporation and its
affairs and property shall be such as the Trustees shall determine, consistent with the provisions
of this paragraph.

D. In this Declaration of Trust and in any amendments to it, references to

c1Jaritable organizations
II II or charitable organization
II IImeans corporations, trusts, funds,
foundations, or community chests created or organized and operated exclusively for charitable
purposes, no part of the net earnings of which inures or is payable to or for the benefit of any
private shareholder or individual, and no substantial part of the activities of which is carrying on
propaganda, or otherwise attempting to influence legislation, and which do not participate in or
intervene in, (including the publishing or issuing of statements), any political campaign on behalf

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of or in opposition to any candidate for public office. It is intended that the organization
described in this paragraph D shall be entitled to exemption ti·om federal income tax under section
501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax
code.

E. In this Declaration of Trust and in any amendments to it, the term

"charitable purposes" shall be limited to and shall include only religious, charitable, scientific,
1iterary, or educational purposes within the meaning of those terms as used in section SO1(c)(3)
of the Internal Revenue Code, or the corresponding section of any future federal tax code, but
only such purposes as also constitute public charitable purposes under the law of trusts of the State
of New York. Notwithstanding any other provisions of tllese articles, tile organization is
organized exclusively for one or more of the purposes as specified in Section SOl(c)(3) of the
Internal Revenue Code of 1986, and sha11not carryon any activities not permitted to be carried
on by an organization exempt from Federal income tax under IRC 501(c)(3») or corresponding
provisions of any subsequent tax laws.

F. In any taxable year in which the organization is a private foundation as

described in IRC 509(a), the organization shall distribute its income for said period at such time
and manner as not to subject it to tax under IRC 4942, and the organization shall not (A) engage
in any act of self-dealing as defined in IRC 494l(d), (B) retain any excess business holdings as
defined in IRC 4943(c), or make any investments in such a manner as to subject the organization
to lax under IRC 4944, or (D) make any taxable expenditures as defined in IRC 4945(d) or
corresponding provisions of any subsequent Federal tax laws.

Fourth. This Declaration of Trust may be amended at any time or times by written
instrument or instruments signed and sealed by the Trustees, and acknowledged by the Trustees,
provided that no amendment shall authorize the Trustees to conduct the affairs of this trust in any
manner or for any purpose contrary to the provisions of section 50l(c)(3) of the Internal Revenue
Code or the corresponding section of any future federal tax code. An amendment of the
provisions of this Article Fourth (or any amendment to it) shall be valid only if and to the extent
[11atsuch amendment further restricts the Trustees amendmem power. All instruments amending
I

[his Declaration of Trust shall be noted upon or kept attached to the executed original of this
Declaration of Trust held by the Trustees.

Fifth. The Trustees under this Declaration of Trust may, by written instrument,
signed and acknowledged, resign their office. At any time the Trustees may appoint one or more
additional Trustees.

Appointments shall be made by the Trustees for the time in office by written instruments
signed and acknowledged. The succeeding or additional trustee shall, upon their acceptance of
lhe office by written instrument signed and acknowledged, have the same powers, rights and
duties, and the same title to the trust estate jointly with the surviving or the remaining trustee or
trustees, as if originally appointed.

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 No trustee shall be required to furnish any bond or surety. No trustee shall be responsible
or 1 iable for the acts or omissions of any other of the Trustees or of any predecessor or of a
custodian, agent, depositary or counsel selected with reasonable care.

The one or more trustees, whether original or successor, for the time being in office, shall
have full authority to act even though one or more vacancies may exist. A trustee may, by
appropriate written instrument, delegate all or any part of their powers to another or others of the
Trustees for such periods and subject to such conditions as such delegating Trustee may
determine.

Instruments of any kind (including but not by way of limitation, any check, draft, order,
withdrawal, demand, assignment, transfer, contract, authorization, proxy, consent, notice or
waiver, or gain access to any safe deposit box or boxes in which assets of the Trust may be
located or which may be in the names of the Trustees and remove part or all of the contents
thereof and release and surrender the same) need be executed by any one ofthe Trustees and when
so executed shall be fully binding as if executed by all of them. Use of this power shall not
constitute a delegation of discretionary power of any Trustee nor relieve any Trustee of liability
I'or proper disposition of Trust property, but shall merely serve to facilitate the administration of
Ll1eTrust. No person dealing with the Trust shall be required to make an inquiry as to the validity
of any transaction by the Trust if it is signed by anyone of the Trustees and the Trust shall
indemnify and hold harmless any such third party from and against any and all claims that may
arise against such third party by reason of such third party having relied on the provisions of this
Article.

However, in the event that both ALAN ENGLARD and FRIEDA ENGLARD, for any
reason, not be acting as Trustees, then checks and other disbursements drawn on the accounts of
the trust may be signed by any successor two Trustees, unless said successor Trustees delegate
the administrative duties to any one Trustee. In such event, no person dealing with the Trust shall
he required to make an inquiry as to the validity of any transaction by the Trust or the Trustees,
having relied on the provisions of this Article and the Trust shall indemnify and hold harmless any
such third party from and against any and all claims that may arise against such third party by
reason of such third party having relied on the provisions of this Article.

Any Trustee serving under this Declaration of Trust is authorized to pay to themselves
amounts for reasonable expenses incurred and reasonable compensation for services rendered in
tile administration of this trust, but in no event shall any Trustee who has made a contribution to
this trust ever receive any compensation thereafter.

Sixth. A. In the event that as a result of a disclaimer executed by any trustee

of the Foundation, the disclaimed property shall be transferred to the Foundation, then all such
disclaimed property received by the Foundation shall be held by the Foundation as a separate and
segregated fund. The separate and segregated fund shall be held and administered by a separate
fund conm1ittee composed of all the remaining trustee(s) of the Foundation, other than the trustee

4
who disclaimed the property. The disclaimer trustee shall abstain from any action related to the
establishment of the separate fund and from exerting any influence over the separate fund.

B. In the event that the Foundation is a recipient of funds from a charity lead
annuity trust or from any other trust in which the Grantor of the charity lead annuity trust or of
any other trust is also a trustee of the Foundation, then all such funds received by the Foundation
shaU be held by the Foundation as a separate and segregated fund. The separate and segregated
fund shall be held and administered by a separate fund committee composed of all the remaining
trustee(s) of the Foundation, other than the trustee who is also the Grantor of said charity lead
annuity trust or any other trust. Said trustee shall abstain from any action related to the
establishment of the separate fund and from exerting any influence over the separate fund.

Seventh. In extension and not in limitation of the COlmnon law and statutory powers
of trustees and other powers granted in this Declaration of Trust, the Trustees shall have the
i"ollowing discretionary powers:

a) To invest or reinvest the principal and income of the Trust in such property,
real, personal, or mixed, and in such manner as they shall deem proper, and from time to time
to change investments as they shall deem advisable; to invest in or retain any stocks, shares,
bonds, notes, obligations, or personal or real property, (including without limitation any interests
in or any obligations of any corporation, association, business trust, investment trust, common
trust fund, or investment company), although some or all of the property so acquired or retained
is of a kind or size which but for this express authority would not be considered proper and
although all of the Trust funds are invested in the securities of one company. No principal or
income, however, shall be loaned directly or indirectly, to any Trustee or to anyone else,
corporation or otherwise, who has at any time made a contribution to this Trust, nor to anyone
except on the basis of an adequate interest charge and with adequate security.

b) To sell, lease, or exchange any personal, mixed, or real property at a public

auction or by private contract, for such consideration and on such terms as to credit or otherwise,
and LO make such contracts and enter into such undertakings relating to the trust property, as they
conSider advisable, whether or not such leases or contracts may extend beyond the duration of the
TrusL

c) To borrow money for such periods, at such rates of interest, and upon such
terms as the Trustees deem advisable, and as security for such loans to mortgage or pledge any
real or personal property with or without power of sale; to acquire or hold any real or personal
property, subject to any mortgage or pledge on or of property acquired or held by this truSl.

d) To execute and deliver deeds, assignments, transfers, mortgages, pledges,

leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or
unsealed, incident to any transaction in which they engage.

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 e) To vote, to give proxies, to participate in the reorganization, merger or
consolidation of any concern, or in the sale, lease, disposition, or distribution of its assets; to join
with other security holders in acting through in a committee, depositary, voting trustees, or
otherwise, and in this connection to delegate authority to such committee, depositary or trustees
([nd to deposit securities with them or transfer securities to tllem; to pay assessments levied on
securities or to exercise subscription rights in respect to securities.

t) To employ a bank or trust company as custodian of any funds or securities

and to delegate to it such powers as they deem appropriare; to hold trust property without
indication to fiduciary capacity but only in the name of a registered nominee, provided the trust
property is at all times identified as such on the books of the trust; to keep any or all of the trust
property or funds in any place or places in the United States of America; to employ clerks,
accountants, investment counsel, investment agents, and any other special services and to pay the
reasonable compensation and expenses of all such services in addition to the compensation of the
Trustees.

Eighth. The Trustees powers are exercisable solely in the fiduciary capacity
I

consistent with and in furtherance of the charitable purposes of this trust as specified in Article
Third and not otherwise.

Ninth. In this Declaration of Trust and in any amendment to it, references to the
Trustees mean the one or more trustees, whether original or successor, for the time being in
office.

Tenth. No Trustee shall have any power of disposition or other powers over any
powers that passed to Trust as a result of such trustees disclaiming under a will or trust.

Eleventh. Any person may rely on a copy, certified by a notary public, ofthe executed
original of this Declaration of Trust held by the Trustees, and of any of the notations on it and
writings attached to it, as fully as they might rely on the original documents themselves. Any
such person may rely fully on any statements of fact, certified by anyone who appears from such
original documents or from such certified copy to be a trustee under this Declaration of Trust.
No olle dealing with any Trustee need inquire concerning the validity of anything the Trustees
purport to do.

No one dealing with any Trustee need see to the applicClrion of anything paid or transferred
to or upon the order of the Trustees of the Trust.
 Twelfth. This Declaration of Trust is to be governed in all respects by the laws of
tile State of New York.

STATE OF NEW YORK )

COUNTY OF KINGS ) ss.:

On tile 24th day of December in the year 2006, before me, tIle undersigned, a notary public in
and for said state, personally appeared ALAN ENGLARD and FRIEDA ENGLARD, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the
ins[rument, the individual(s) acted, executed the instrument.

~1~ jy~/,
N;,tary i;~lic .

NOTARY ~5:~~0~
H. FLUI<
No.
Quallf/ed
02FlS6:t;soa'4
New YOrt(
in 1<1
Commission Ex 1 nis County
p res April 24, 2007
 DE CHARITABLE FOUNDATION

E.1.N.#:
20-8094990
Address:
1429 5Th Street
Brooklyn, NY 11219