Contract analysis

I. Background — Overview of the Estate Plan To orient your review, the following is a summary of the principal facts and circumstances that inform the estate planning structures currently under development. A. Client Profile Jonathan R. Caldwell (date of birth: March 14, 1956; age 67) is the founder and former Managing Partner of Caldwell Ridgeline Capital LLC, a New York-based asset management firm with approximatel

1. Thomas R. Caldwell (age 38) — eldest son. Father of Lucas T. Caldwell (age 3) and Nora E. Caldwell (age 1).

2. Katherine C. Hartfield (age 35) — married to William A. Hartfield. Mother of James W. Hartfield (age 8) and Charlotte M. Hartfield (age 5).

3. Olivia G. Caldwell (age 30) — unmarried; no children. D. Estate Plan Structure Calderwood & Harkness LLP is designing and implementing a comprehensive estate plan for Mr. Caldwell that includes the following principal components: (a) Three Grantor Retained Annuity Trusts ("GRATs"), designated as GRAT A (securities), GRAT B (real estate), and GRAT C (carried interest/LP interests); (b) A dynasty trust (the "Caldwel

II. Description of Transmitted Documents Set forth below is a description of each of the seven draft documents enclosed with this letter. We have organized these descriptions to highlight the provisions and features that are of particular relevance to Mrs. Caldwell's interests.

1. Draft Spousal Consent and Acknowledgment Enclosed as Enclosure 1 is a draft written consent and acknowledgment to be executed by Eleanor V. Caldwell. This document constitutes Mrs. Caldwell's formal consent to all of the estate plan structures described in this letter, including the three GRATs, the Caldwell Family Dynasty Trust, the Caldwell Family Insurance Trust, the amended and restated Caldwell Revocable Trus

2. Amended and Restated Caldwell Revocable Trust Agreement (Draft) Enclosed as Enclosure 2 is the draft Amended and Restated Caldwell Revocable Trust Agreement. The Caldwell Revocable Trust was originally established on October 3, 2010. It is being amended and restated in its entirety, with an effective date of April 1, 2023 (the restatement was formally drafted and dated February 6, 2023, and has been undergoing rev

3. Last Will and Testament of Jonathan R. Caldwell — Pour-Over Will (Draft) Enclosed as Enclosure 3 is the draft Last Will and Testament of Jonathan R. Caldwell, structured as a pour-over will. This new will is intended to be executed on April 1, 2023, and upon execution it will revoke in its entirety the prior will dated October 3, 2010. The pour-over will directs all probate assets of Mr. Caldwell's estate to the C

4. Caldwell 2023 Securities GRAT — Trust Agreement (GRAT A) (Draft) Enclosed as Enclosure 4 is the draft trust agreement for the Caldwell 2023 Securities GRAT, designated herein as "GRAT A." The material terms of GRAT A are as follows: • Funding Date: On or about April 15, 2023. • Funded Amount: $60,000,000 in publicly traded securities. • Term: Two (2) years. • Annuity Amount: $32,195,122 per year, calculated to pro

5. Caldwell 2023 Realty GRAT — Trust Agreement (GRAT B) (Draft) Enclosed as Enclosure 5 is the draft trust agreement for the Caldwell 2023 Realty GRAT, designated herein as "GRAT B." The material terms of GRAT B are as follows: • Funding Date: On or about May 1, 2023. • Funded Amount: $80,000,000 in Stonecrest Realty Holdings LLC membership interests, representing approximately 59.7% of the total equity interest in S

6. Caldwell 2023 Carried Interest GRAT — Trust Agreement (GRAT C) (Draft) Enclosed as Enclosure 6 is the draft trust agreement for the Caldwell 2023 Carried Interest GRAT, designated herein as "GRAT C." The material terms of GRAT C are as follows: • Funding Date: On or about June 1, 2023. • Funded Amount: $38,000,000 in limited partnership interests and carried-interest positions in Caldwell Ridgeline Capital Fund IV

7. Caldwell Family Dynasty Trust — Trust Agreement (Draft) Enclosed as Enclosure 7 is the draft trust agreement for the Caldwell Family Dynasty Trust. The material terms of the dynasty trust are as follows: • Execution Date: April 1, 2023. • Situs: Delaware. The trust is established under Delaware law and will take advantage of Delaware's perpetual trust statute (25 Del. C. § 503(a)), which abolishes the common-law r

III. Summary of Mrs. Caldwell's Roles and Interests Across Plan Structures For ease of reference, we have compiled the following summary of Mrs. Caldwell's roles, rights, and interests across the various estate plan structures:

1. Amended and Restated Caldwell Revocable Trust. Mrs. Caldwell is the primary income beneficiary of both the credit shelter trust and the marital QTIP trust funded at Mr. Caldwell's death. She holds a general power of appointment over the marital QTIP trust, exercisable by her last will and testament. The credit shelter trust provides for discretionary distributions to Mrs. Caldwell under a HEMS standard.

2. Caldwell Family Foundation. Mrs. Caldwell is a co-grantor of the Foundation, with $5,000,000 of the $10,000,000 initial cash contribution attributable to her. She is to serve as Vice President on the Foundation's board of directors.

3. Caldwell Family Insurance Trust (ILIT). Mrs. Caldwell is an insured life under the second-to-die universal life insurance policy (Beacon Life Assurance Company, Policy No. BLA-2023-77419) held by the ILIT. The policy provides a $15,000,000 death benefit payable upon the death of the second to die of Mr. and Mrs. Caldwell. The death benefit is payable outside of the taxable estates of both spouses.

4. Caldwell Family Dynasty Trust. Mrs. Caldwell is not a named beneficiary of the dynasty trust. Spouses of the grantor's children are eligible only for HEMS distributions from the trust; however, Mrs. Caldwell, as the grantor's spouse (rather than a spouse of a beneficiary), does not fall within this category.

5. Separate Assets. Mrs. Caldwell's separate assets of approximately $18,000,000 are not part of this engagement and are not affected by any of the structures described herein.

IV. Note Regarding Foundation Documents Separately, we wish to advise you that the Caldwell Family Foundation was incorporated on March 20, 2023, under the New York Not-for-Profit Corporation Law (New York Department of State Filing No. 230320-001847; Employer Identification Number 88-3021547). Although the foundation's organizational documents — including its certificate of incorporation, bylaws, and conflict-of-int

V. Note Regarding the ILIT The Caldwell Family Insurance Trust was established on March 15, 2023. The grantor of the ILIT is Jonathan R. Caldwell, and the trustee is Northgate Trust Company of Delaware. The trust holds a $15,000,000 second-to-die universal life insurance policy issued by Beacon Life Assurance Company (Policy No. BLA-2023-77419). The annual premium on the policy is $187,500. The Crummey withdrawal rig

VI. Request for Review and Coordination We respectfully request that you review all of the enclosed draft documents with Mrs. Caldwell and advise us of any concerns, requested modifications, or questions that arise from your review. We are committed to ensuring that Mrs. Caldwell has a thorough understanding of the estate plan structures, her rights and interests under each, and the cumulative effect of the plan on t