Contract analysis

Section 1.1 — Title These procedures shall be known as the "Distribution Committee Operating Procedures of the Caldwell Family Dynasty Trust" (hereinafter, these "Operating Procedures" or "Procedures"). These Operating Procedures are adopted pursuant to and in connection with that certain Caldwell Family Dynasty Trust Agreement dated April 1, 2023 (as it may be amended, restated, or modified from time to time, the "T

Section 1.2 — Purpose The purpose of these Operating Procedures is to govern the composition, authority, and functioning of the Distribution Committee (the "Committee") established under the Trust Agreement. The Distribution Committee is vested with the authority to exercise oversight and approval power over discretionary distributions from the Trust that exceed One Hundred Thousand Dollars ($100,000) per beneficiary

Section 1.3 — Effective Date These Operating Procedures shall be effective as of April 1, 2023 (the "Effective Date"), which is the date of execution and delivery of the Trust Agreement. The Trust is established with its situs in the State of Delaware, and the Trust and these Operating Procedures shall be governed by and construed in accordance with the laws of the State of Delaware, including, without limitation, th

ARTICLE II — COMPOSITION OF THE DISTRIBUTION COMMITTEE

Section 2.1 — Initial Members The Distribution Committee shall consist of three (3) members (each, a "Committee Member," and collectively, the "Committee Members"). The initial members of the Distribution Committee, as appointed under the Trust Agreement, are as follows: (a) Thomas R. Caldwell, residing at 55 Perry Street, Unit 3, New York, New York 10014; (b) Katherine C. Hartfield, residing at 210 Briarcliff Lane,

Section 2.2 — Eligibility Only current beneficiaries of the Trust who have attained the age of twenty-five (25) years may serve as members of the Distribution Committee. This age requirement applies at the time of appointment and must continue to be satisfied throughout the individual's service. For the avoidance of doubt, an individual who is no longer a beneficiary of the Trust (whether by reason of the termination

Section 2.3 — Vacancies and Succession If a Committee Member ceases to serve for any reason — whether by death, incapacity (as determined in accordance with the Trust Agreement's incapacity provisions), resignation, or removal by the Trust Protector — the remaining Committee Members shall continue to act and exercise all of the Committee's authority under these Operating Procedures, provided that at least two (2) Com

Section 2.4 — No Compensation; Reimbursement of Expenses Members of the Distribution Committee shall serve without compensation. Service on the Committee is undertaken voluntarily as part of each Committee Member's role within the family governance structure established by the Grantor and the Trust Agreement. Notwithstanding the foregoing, reasonable out-of-pocket expenses incurred by a Committee Member in connection

ARTICLE III — JURISDICTION AND SCOPE OF AUTHORITY

Section 3.1 — Threshold for Committee Authority The Distribution Committee has exclusive authority to approve or deny discretionary distributions from the Trust that would cause the aggregate distributions to any single beneficiary in a given calendar year to exceed One Hundred Thousand Dollars ($100,000). For the purposes of this threshold, aggregate distributions shall include all distributions made from the Trust

Section 3.2 — Relationship to HEMS Standard The interplay between the Co-Trustees' authority under the HEMS standard and the Committee's broader discretionary authority is as follows: (a) Distributions within the HEMS standard and within the $100,000 annual per-beneficiary threshold. The Co-Trustees may approve and make such distributions without involvement by or referral to the Distribution Committee. These distrib

Section 3.3 — Current Beneficiaries The beneficiaries of the Trust as of the Effective Date are as follows: (a) Thomas R. Caldwell, son of the Grantor, age thirty-eight (38); (b) Katherine C. Hartfield, daughter of the Grantor, age thirty-five (35); (c) Olivia G. Caldwell, daughter of the Grantor, age thirty (30); (d) James W. Hartfield, grandson of the Grantor and son of Katherine C. Hartfield, age eight (8), a mino

Section 3.4 — Matters Outside Committee Authority The Distribution Committee's authority is expressly limited to discretionary distribution decisions as described in Sections 3.1 and 3.2 above. The following matters are outside the authority of the Committee and remain within the exclusive authority of the Co-Trustees, the Trust Protector, or other parties as specified in the Trust Agreement: (a) Investment decisions

ARTICLE IV — DISTRIBUTION REQUEST PROCEDURES

Section 4.1 — Submission of Request Any beneficiary of the Trust may submit a written request for a distribution from the Trust (a "Distribution Request") to the institutional trustee, Northgate Trust Company of Delaware, at the address set forth in Section 2.3(b)(ii) above or at such other address as the institutional trustee may designate in writing from time to time. In the case of a minor beneficiary (i.e., a ben

Section 4.2 — Preliminary Review by Institutional Trustee Upon receipt of a complete Distribution Request, the institutional trustee, Northgate Trust Company of Delaware, shall conduct a preliminary review within ten (10) business days. Such preliminary review shall include the following: (a) Verification of aggregate distributions. The institutional trustee shall verify the aggregate distributions made from the Trus

Section 4.3 — Committee Recommendation by Co-Trustees Together with each referral made pursuant to Section 4.2(d), the institutional trustee shall provide to the Committee Members the following information to assist the Committee in its evaluation of the Distribution Request: (a) A summary of Trust assets as of the most recent reporting date, including total assets under management, current liquidity (cash and cash e

Section 4.4 — Timeline for Action The Distribution Committee shall act on each Distribution Request referred to it under Section 4.2(d) within thirty (30) calendar days of receipt by the last Committee Member of the complete referral package (including all information required under Section 4.3). The date on which the last Committee Member receives the complete referral package shall be the "Referral Date," and the t

ARTICLE V — RECUSAL REQUIREMENTS

Section 5.1 — Self-Interest Recusal Any member of the Distribution Committee who is the requesting beneficiary — or whose spouse or minor child (including a child under the age of eighteen years) is the requesting beneficiary — must recuse himself or herself from all deliberation and voting with respect to such Distribution Request. The obligation to recuse is mandatory and may not be waived by the other Committee Me

Section 5.2 — Quorum and Voting After Recusal If one (1) Committee Member recuses himself or herself pursuant to this Article V, the remaining two (2) non-recused Committee Members shall constitute a quorum and shall have full authority to act on the Distribution Request. In such event, the two non-recused Committee Members must vote unanimously to approve the distribution. A denial may be effected by the vote of eit

Section 5.3 — Related-Party Transactions If a Distribution Request involves the payment of funds to an entity, business, or other person in which a Committee Member has a direct or indirect financial interest — including, by way of example and not limitation, a business entity owned in whole or in part by a sibling of the Committee Member, a partnership in which the Committee Member is a partner, or a limited liabili

ARTICLE VI — DELIBERATION AND VOTING

Section 6.1 — Meetings The Distribution Committee may conduct its deliberations through meetings held in person, by telephone conference, or by video conference, or through any combination of such methods, as the Committee Members may agree. There is no requirement that the Committee meet at any fixed location or at regular intervals; the Committee shall convene as needed to address Distribution Requests referred to

Section 6.2 — Unanimity Requirement All distribution decisions within the Committee's jurisdiction — that is, distributions exceeding the One Hundred Thousand Dollar ($100,000) per-beneficiary annual threshold, or broader discretionary distributions beyond the HEMS standard — require the unanimous approval of all non-recused Committee Members. The Committee may approve a Distribution Request in full, or the Committee

Section 6.3 — Factors to Be Considered In evaluating any Distribution Request, the Committee shall consider the following factors, together with any other factors that the Committee, in the exercise of its discretion, deems relevant: (a) The requesting beneficiary's other financial resources, including earned income, investment assets, and other sources of financial support available to the beneficiary outside the Tr

Section 6.4 — No Obligation to Approve The Distribution Committee has absolute and unfettered discretion to deny any Distribution Request submitted to it under these Operating Procedures. No beneficiary has any entitlement to distributions from the Trust above the HEMS standard and the One Hundred Thousand Dollar ($100,000) per-beneficiary annual threshold. The submission of a Distribution Request does not create any

ARTICLE VII — NOTICE PROVISIONS

Section 7.1 — Notice to Beneficiary Within five (5) business days following the Committee's action on a Distribution Request (whether by vote at a meeting or by unanimous written consent), the institutional trustee, Northgate Trust Company of Delaware, shall send written notice to the requesting beneficiary (or, in the case of a minor beneficiary, to the person who submitted the Distribution Request on behalf of such

Section 7.2 — Notice to Co-Trustees Simultaneously with the delivery of notice to the requesting beneficiary under Section 7.1, the institutional trustee shall notify the family trustee, Thomas R. Caldwell, of the Committee's decision and shall provide a copy of the written notice sent to the beneficiary. The institutional trustee shall retain a copy of the Committee's decision in the Trust's administrative files for

Section 7.3 — Notice to Trust Protector The Trust Protector, Victoria Chambers, shall receive quarterly summaries of all Distribution Requests received, Committee actions taken, and distributions made from the Trust during the preceding quarter. Such quarterly summaries shall be prepared by the institutional trustee and delivered to the Trust Protector within twenty (20) business days following the end of each calend

Section 7.4 — Form of Notice All notices required or permitted under these Operating Procedures shall be in writing and shall be delivered by one or more of the following methods: (i) personal delivery (hand delivery); (ii) nationally recognized overnight courier service (e.g., Severin Partners LLC, Halcyon Partners LLC); (iii) United States mail, postage prepaid, first class or certified, return receipt requested; o

Section 8.1 — Minutes and Written Consents The institutional trustee shall establish and maintain a permanent record of all Distribution Committee activities, which shall include the following: (a) Each Distribution Request received by the institutional trustee, together with all supporting documentation submitted by or on behalf of the requesting beneficiary; (b) Each referral of a Distribution Request to the Distri

Section 8.2 — Annual Distribution Report Within sixty (60) calendar days following the end of each calendar year, the institutional trustee shall prepare an Annual Distribution Report (the "Annual Report") summarizing the distribution activities of the Trust during the preceding calendar year. The Annual Report shall include the following information: (a) A schedule of all distributions made to or for the benefit of

Section 8.3 — Retention Period All records maintained by the institutional trustee under this Article VIII shall be retained for the entire duration of the Trust. Given the Trust's perpetual nature under Delaware law, the institutional trustee shall establish appropriate protocols for the long-term preservation and accessibility of records, including digital archival and periodic migration of records to current stora

Section 8.4 — Confidentiality Distribution Requests submitted by beneficiaries, the supporting documentation accompanying such requests, Committee deliberations (including minutes, written consents, and correspondence), and the Committee's decisions with respect to Distribution Requests are confidential. Such information shall be disclosed only to the following persons: (a) The members of the Distribution Committee;

ARTICLE IX — AMENDMENT AND TERMINATION

Section 9.1 — Amendment These Operating Procedures may be amended at any time by unanimous written consent of all then-serving Committee Members, provided that any such amendment has received the prior written approval of the Trust Protector. No amendment shall be effective until it has been approved by both the unanimous Committee and the Trust Protector. Any amendment to these Operating Procedures must be consisten

Section 9.2 — Termination These Operating Procedures shall automatically terminate, without further action required by any party, upon the occurrence of any of the following events: (a) The termination of the Trust in accordance with the terms and provisions of the Trust Agreement; (b) The elimination or dissolution of the Distribution Committee by the Trust Protector, in the exercise of her powers under the Trust Ag

ARTICLE X — GOVERNING LAW AND INTERPRETATION

Section 10.1 — Governing Law These Operating Procedures shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The choice of Delaware law is consistent with the situs of the Caldwell Family Dynasty Trust and the Trust Agreement.

Section 10.2 — Interpretation Capitalized terms used in these Operating Procedures and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement. For purposes of these Operating Procedures: (a) References to the "Grantor" mean Jonathan R. Caldwell (date of birth: March 14, 1956; residence: 418 East 72nd Street, Apt. 14A, New York, New York 10021). (b) References to the "Co-Tru

Section 10.3 — Severability If any provision of these Operating Procedures is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and these Operating Procedures shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such ev

ARTICLE XI — EXECUTION AND ACKNOWLEDGMENT

Section 11.1 — Execution by Committee Members The undersigned initial members of the Distribution Committee hereby adopt these Operating Procedures, effective as of April 1, 2023, and agree to be bound by their terms in the exercise of their authority as members of the Distribution Committee of the Caldwell Family Dynasty Trust. DISTRIBUTION COMMITTEE MEMBERS By: ________ Name: Thomas R. Caldwell Capacity: Committee

Section 11.2 — Acknowledgment by Co-Trustees The undersigned Co-Trustees hereby acknowledge receipt of these Operating Procedures and agree to cooperate with the Distribution Committee and to perform their respective roles as set forth herein, including, without limitation, the referral of Distribution Requests, the provision of information to the Committee, the administration of approved distributions, and the maint

Section 11.3 — Acknowledgment by Trust Protector The undersigned Trust Protector hereby acknowledges receipt of these Operating Procedures and approves their adoption as the initial operating procedures of the Distribution Committee of the Caldwell Family Dynasty Trust, pursuant to the Trust Protector's authority under the Trust Agreement. TRUST PROTECTOR By: ________ Name: Victoria Chambers Capacity: Trust Protector