Contract analysis

I. Administration Costs. The following administration costs were borne by the Trust corpus and were deducted from the liquid-asset pool prior to the computation of final cash equalization payments, reducing such cash equalization payments proportionally: (i) Calderwood & Harkness LLP legal fees (flat engagement): One Hundred Eighty-Five Thousand Dollars ($185,000); (ii) Pinnacle Valuation Group LLC appraisal fees (th

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement. (a) "Administration Costs" means the costs and expenses incurred by the Trust in connection with the administration, distribution, and termination of the Trust, as set forth in Recital

ARTICLE II — ACKNOWLEDGMENT OF RECEIPT OF DISTRIBUTIONS

Section 2.1 — Margot S. Briarwood. Margot S. Briarwood hereby acknowledges receipt, in full and without reservation, of the following Distributions from the Trust: (a) In-Kind Distribution — 14 Waverly Place, Unit 4W. An in-kind distribution of shares in Waverly Place Owners Corp. representing the cooperative apartment located at 14 Waverly Place, Unit 4W, New York, NY 10003, with an appraised fair market value of Ei

Section 2.2 — Tobias E. Briarwood. Tobias E. Briarwood hereby acknowledges receipt, in full and without reservation, of the following Distributions from the Trust: (a) In-Kind Distribution — 27 Fenimore Road. An in-kind distribution of the real property located at 27 Fenimore Road, Larchmont, NY 10538, designated as Section 9, Block 32, Lot 14, Village of Larchmont, Town of Mamaroneck, Westchester County, New York, b

Section 2.3 — Nadia Briarwood-Chen. Nadia Briarwood-Chen hereby acknowledges receipt, in full and without reservation, of the following Distribution from the Trust: (a) Cash Equalization Payment. A cash equalization payment of Eight Million Three Hundred Thousand Dollars ($8,300,000), wired on April 22, 2024, representing the entirety of Nadia's total entitlement under the Trust. (b) No In-Kind Distribution. Nadia ac

Section 2.4 — Confirmation of Complete Distribution. Each Beneficiary confirms and acknowledges that the aggregate Distributions to all Beneficiaries total Forty-One Million Five Hundred Thousand Dollars ($41,500,000), which amount is equal to the total Trust corpus as of December 31, 2023. Each Beneficiary further confirms that the Distributions are consistent with the beneficial interests set forth in the Trust Agr

Section 2.5 — Tax Basis Acknowledgment. Each Beneficiary receiving an In-Kind Distribution of Trust real property hereby acknowledges and accepts the carryover tax basis of such property under Section 643(e) of the Code as stated herein, specifically: (a) 14 Waverly Place, Unit 4W: carryover tax basis of $1,620,000, resulting in unrealized gain of Seven Million One Hundred Thirty Thousand Dollars ($7,130,000) (being

ARTICLE III — APPROVAL OF FINAL TRUST ACCOUNTING

Section 3.1 — Receipt of Final Accounting. Each Beneficiary hereby acknowledges receipt of the Final Accounting delivered on May 1, 2024, which covers the period from January 1, 2024, through the date of Trust termination. The Final Accounting sets forth all receipts, disbursements, gains, losses, asset valuations, Administration Costs, and Distributions during such period.

Section 3.2 — Approval. Each Beneficiary hereby confirms that he or she has reviewed the Final Accounting in its entirety, including without limitation all receipts, disbursements, realized and unrealized gains and losses, Administration Costs in the aggregate amount of Three Hundred Sixty-Seven Thousand Five Hundred Fifty Dollars ($367,550), and all Distributions, and each Beneficiary approves the Final Accounting a

Section 3.3 — Independent Review. Tobias E. Briarwood confirms that he has had the opportunity to have the Final Accounting reviewed by his independent counsel, Reedlaw & Stein LLP (Janet C. Okonkwo, Partner), and that he is satisfied with the accuracy and completeness of the Final Accounting. Each Beneficiary independently confirms that he or she has had the opportunity to consult with independent legal and tax advi

Section 4.1 — General Release by Beneficiaries. Each Beneficiary, for himself or herself and for his or her respective heirs, executors, administrators, legal representatives, successors, and assigns, hereby fully, finally, and forever releases, acquits, and discharges the Released Parties from any and all claims, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, promises, damages

Section 4.2 — Release by Trustees. Each Trustee, including Margot S. Briarwood in her capacity as Successor Individual Trustee and Caldwell Fiduciary Services Inc. in its capacity as Institutional Co-Trustee, hereby releases, acquits, and discharges each Beneficiary from any and all claims, demands, actions, causes of action, suits, damages, obligations, liabilities, costs, and expenses of every kind and nature whats

Section 4.3 — Scope of Release. The releases set forth in Sections 4.1 and 4.2 are intended to be as broad and comprehensive as permitted under the laws of the State of New York. Each Beneficiary represents and warrants that he or she has not assigned, transferred, conveyed, or otherwise disposed of any claims, demands, causes of action, or rights that are the subject of the releases set forth herein. Notwithstanding

Section 4.4 — Waiver of Unknown Claims. Each Beneficiary expressly acknowledges that the releases set forth in Section 4.1 cover and include claims that he or she may not know about or suspect to exist as of the date of this Agreement. Each Beneficiary expressly waives, to the fullest extent permitted by applicable law, any rights he or she may have under any statute, regulation, common-law principle, or judicial doc

ARTICLE V — REFUNDING AGREEMENT

Section 5.1 — Refunding Obligation. Each Beneficiary agrees that if, after the date of Trust termination, any creditor's claim, tax deficiency, tax liability, tax assessment, penalty, interest, fine, or other obligation or liability (each, a "Post-Distribution Liability") is asserted against or imposed upon the Trust, the Trust estate, the Trustees (or either of them), or any Beneficiary in connection with the Trust

Section 5.2 — Nature of Post-Distribution Liabilities. Post-Distribution Liabilities include, without limitation, the following: (a) any federal, state, or local tax deficiencies, assessments, adjustments, or additional taxes arising from audits or examinations of any Form 1041 or other Trust tax return prepared by Halford & Kline CPAs (Lorraine M. Casella, CPA, engagement partner) or any predecessor accountants, inc

Section 5.3 — Notice and Procedure. Upon discovery of or receipt of notice regarding any Post-Distribution Liability, the Party first receiving such notice shall promptly, and in any event within fifteen (15) business days, notify all other Parties in writing in accordance with Section 9.5 hereof, providing reasonable detail regarding the nature, amount, and basis of the Post-Distribution Liability. The Trustees (or

Section 5.4 — Duration. The refunding obligations set forth in this Article V shall survive the termination of the Trust and shall remain in full force and effect until the later of (a) the expiration of all applicable statutes of limitation (including any extensions, waivers, or tolling agreements) with respect to any potential Post-Distribution Liability, or (b) the final resolution (whether by settlement, judgment

Section 5.5 — Right of Contribution. Any Beneficiary who pays more than his or her proportionate share (as determined in Section 5.1) of any Post-Distribution Liability shall have a right of contribution against the other Beneficiaries for the excess amount so paid. The contributing Beneficiaries shall make such contribution payments within thirty (30) days of receipt of written demand therefor, accompanied by docume

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — By Each Beneficiary. Each Beneficiary hereby represents and warrants to the other Parties, as of the date of this Agreement, as follows: (a) Legal Capacity. Such Beneficiary has full legal capacity to execute, deliver, and perform this Agreement. (b) Review of Final Accounting. Such Beneficiary has received, reviewed, and understands the Final Accounting delivered on May 1, 2024, including all schedules

Section 6.2 — By Margot S. Briarwood (as Successor Trustee). Margot S. Briarwood, in her capacity as Successor Individual Trustee of the Trust, hereby represents and warrants to the other Parties, as of the date of this Agreement, as follows: (a) Faithful Discharge of Duties. She has faithfully and diligently discharged her duties as Successor Individual Trustee of the Trust from January 22, 2024 (the effective date

Section 6.3 — By Caldwell Fiduciary Services Inc. Caldwell Fiduciary Services Inc., in its capacity as Institutional Co-Trustee of the Trust, hereby represents and warrants to the other Parties, as of the date of this Agreement, as follows: (a) Faithful Discharge of Duties. Caldwell has faithfully and diligently discharged its duties as Institutional Co-Trustee of the Trust from June 12, 1998 (the date of its appoint

ARTICLE VII — TRUST TERMINATION

Section 7.1 — Authorization to Terminate. The Beneficiaries hereby authorize and direct the Trustees to terminate the Eldon M. Briarwood Irrevocable Family Trust effective upon the last signature date of this Agreement. The anticipated date of Trust termination is May 20, 2024, or such earlier date as all Parties shall have executed this Agreement. All Distributions having been completed and all known liabilities and

Section 7.2 — Final Tax Return. Halford & Kline CPAs (Lorraine M. Casella, CPA, engagement partner) has been engaged to prepare and file the final Form 1041 fiduciary income-tax return for the short tax year ending upon the date of Trust termination, together with all required Schedules K-1 to be furnished to the Beneficiaries. The cost of preparation of the final Form 1041, in the amount of Twelve Thousand Eight Hun

Section 7.3 — Discharge of Trustees. Upon the effective date of Trust termination, the Trustees shall be discharged from all further duties, obligations, and liabilities under the Trust Agreement, except as expressly provided in this Agreement, including without limitation the surviving provisions relating to (a) the refunding obligations set forth in Article V, (b) the indemnification obligations set forth in Articl

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — By Beneficiaries in Favor of Trustees. Each Beneficiary agrees to indemnify, defend, and hold harmless the Released Parties from and against any and all losses, damages, costs, expenses (including reasonable attorneys' fees and disbursements), liabilities, claims, demands, actions, causes of action, suits, judgments, settlements, penalties, fines, and interest arising out of or relating to (a) such Bene

Section 8.2 — Exceptions. Notwithstanding anything to the contrary set forth in Section 8.1, the indemnification obligations of the Beneficiaries shall not extend to any losses, damages, costs, expenses, liabilities, claims, or demands arising from a Trustee's willful misconduct, gross negligence, or fraud. The burden of proving that any loss or liability arises from a Trustee's willful misconduct, gross negligence,

ARTICLE IX — MISCELLANEOUS PROVISIONS

Section 9.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation the New York Estates, Powers and Trusts Law (EPTL) and the New York Surrogate's Court Procedure Act (SCPA), without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction. Any action or proceeding a

Section 9.2 — Entire Agreement. This Agreement, together with the Trust Agreement (dated June 12, 1998, as amended by the First Amendment dated March 3, 2008, and the Second Amendment dated December 31, 2015), the Distribution Agreement dated April 8, 2024, and the Certificate of Successor Trustee Appointment dated January 22, 2024, constitutes the entire agreement among the Parties with respect to the subject matter

Section 9.3 — Amendment. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties. No oral modification or waiver shall be effective under any circumstances.

Section 9.4 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such holding shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. The Parties agree that, in such event, they shall negotiate in good faith to re

Section 9.5 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by electron

Section 9.6 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by portable document format (PDF) or similar electronic imaging technology) shall be as effective as delivery of a manually ex

Section 9.7 — Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and assigns. No Party may assign his, her, or its rights or obligations under this Agreement without the prior written consent of all other Parties.

Section 9.8 — Headings. The article and section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

Section 9.9 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their permitted successors and assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.

Section 9.10 — Waiver. The failure of any Party to enforce any provision of this Agreement at any time shall not constitute a waiver of such provision or of any other provision of this Agreement at any time. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No single or partial exercise of any right or remedy under this Agreement shall preclude any othe

Section 9.11 — Attorneys' Fees. In any action, suit, or proceeding brought to enforce any provision of this Agreement, or arising out of or relating to any breach of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs (including costs of appeal) from the non-prevailing Party, in addition to any other relief to which such prevailing Party may be entitled. [Remaind

1. In-Kind FMV reflects the independent fair-market-value appraisals delivered by Pinnacle Valuation Group LLC (Derek T. Winstead, MAI, lead appraiser) as of the valuation date of March 1, 2024.

2. Tax basis figures reflect the carryover basis under Section 643(e) of the Internal Revenue Code. The aggregate unrealized gain inherent in the In-Kind Distributions is $14,155,000, allocated as follows: (a) 14 Waverly Place — $7,130,000 unrealized gain; (b) 602 Halsey Street — $3,215,000 unrealized gain; (c) 27 Fenimore Road — $3,810,000 unrealized gain.

3. Cash Equalization Payments were wired on April 22, 2024, from Trust Account No. CFT-00298174 maintained by Caldwell Fiduciary Services Inc.

4. Total Distributions represent the gross amounts distributed to each Beneficiary. Administration Costs in the aggregate amount of $367,550 were deducted from the liquid-asset pool prior to the computation of Cash Equalization Payments and were borne proportionally by all Beneficiaries.

5. All deeds and conveyance instruments for in-kind real-property distributions were recorded and owner's title-insurance policies were issued by Trident National Title Corp. on April 15, 2024. EXHIBIT B SCHEDULE OF ADMINISTRATION COSTS Eldon M. Briarwood Irrevocable Family Trust (EIN: 13-7284915) The following table sets forth an itemized schedule of all Administration Costs incurred by the Trust in connection with

1. The transfer of 14 Waverly Place, Unit 4W, New York, NY 10003, was structured as a transfer of shares in Waverly Place Owners Corp. and was exempt from the New York City Real Property Transfer Tax.

2. Administration Costs were deducted from the cash and liquid-asset pool of the Trust (comprising marketable securities, cash and money-market funds, and private-fund interests) and reduced Cash Equalization Payments proportionally to each Beneficiary in accordance with their respective beneficial interests (Margot S. Briarwood: 45%; Tobias E. Briarwood: 35%; Nadia Briarwood-Chen: 20%).

3. Caldwell Fiduciary Services Inc.'s annual administrative fee of $49,800 per year (0.12% of corpus) was accounted for and paid separately through the date of Trust termination and is not included in the Administration Costs set forth above.

4. All amounts set forth above are final and have been paid in full as of the date of this Agreement. EXHIBIT C WIRE TRANSFER CONFIRMATION DETAILS Eldon M. Briarwood Irrevocable Family Trust (EIN: 13-7284915) The following sets forth the funds-flow details for the Cash Equalization Payments wired on April 22, 2024, in connection with the Distributions authorized by the Distribution Agreement dated April 8, 2024: Sour