Contract analysis

ARTICLE I — RECITALS WHEREAS, the following facts and circumstances are material to Northgate's acceptance of its fiduciary appointment and are set forth herein for purposes of record:

Section 1.01 — Identification of the Trust The Caldwell Family Dynasty Trust is an irrevocable trust established pursuant to the Trust Agreement executed on April 1, 2023. The Trust has its situs in the State of Delaware and is governed in all respects by the laws of the State of Delaware, including, without limitation, the Delaware Trust Act, 12 Del. C. §§ 3301–3342, and Delaware's provisions permitting trusts of un

Section 1.02 — Identification of the Grantor The Grantor of the Trust is Jonathan Robert Caldwell, an individual residing at 418 East 72nd Street, Apartment 14A, New York, New York 10021 (the "Grantor"). The Grantor's Social Security Number ends in 4781 (XXX-XX-4781). The Grantor executed the Trust Agreement on April 1, 2023, and has contributed the initial trust property described in Section 1.06 below. During the G

Section 1.03 — Identification of the Co-Trustees Under the Trust Agreement The Trust Agreement provides for the service of two co-trustees, one serving in a family capacity and one serving in an institutional capacity, as follows: (a) Family Co-Trustee. Thomas R. Caldwell, an individual residing at 55 Perry Street, Unit 3, New York, New York 10014 (the "Family Co-Trustee"). Thomas R. Caldwell is the son of the Granto

Section 1.04 — Identification of the Distribution Committee The Trust Agreement establishes a Distribution Committee (the "Distribution Committee") comprised of the following individuals: (a) Thomas R. Caldwell; (b) Katherine C. Hartfield; and (c) Olivia G. Caldwell. The Distribution Committee has authority over discretionary distributions from the Trust that exceed One Hundred Thousand Dollars ($100,000) per benefic

Section 1.05 — Identification of the Beneficiaries The beneficiaries of the Trust (the "Beneficiaries") are identified in the Trust Agreement as follows: (a) Primary Beneficiaries. The Grantor's three children: (i) Thomas R. Caldwell; (ii) Katherine C. Hartfield; and (iii) Olivia G. Caldwell, and their respective issue, per stirpes. (b) Current Grandchildren Beneficiaries. As of the date of this Acceptance, the Grant

Section 1.06 — Description of Initial Trust Property The Grantor has contributed the following initial trust property to the Trust on April 1, 2023, as more particularly described in Schedule A to the Trust Agreement: (a) Cash Contribution. Five Million Dollars ($5,000,000) in cash, transferred by wire to the custody account maintained by Northgate for the benefit of the Trust (the "Initial Trust Property"). In addit

Section 1.07 — Appointment Under the Trust Agreement

Article VIII of the Trust Agreement designates Northgate Trust Company of Delaware as the Institutional Co-Trustee of the Trust. The Trust Agreement sets forth the role, duties, powers, and limitations of the Institutional Co-Trustee, including the allocation of responsibilities between the Institutional Co-Trustee and the Family Co-Trustee, the interaction of the co-trustees with the Distribution Committee, and the

ARTICLE II — ACCEPTANCE OF APPOINTMENT

Section 2.01 — Formal Acceptance Northgate Trust Company of Delaware hereby formally and irrevocably accepts its appointment as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, effective as of April 1, 2023, the date of execution of the Trust Agreement. In connection with this Acceptance, Northgate acknowledges and confirms each of the following: (a) Northgate has received a complete, fully executed cop

Section 2.02 — Acknowledgment of Fiduciary Capacity Northgate accepts and acknowledges its fiduciary duties and obligations under the laws of the State of Delaware and the terms of the Trust Agreement. Without limiting the generality of the foregoing, Northgate specifically acknowledges the following fiduciary duties: (a) Duty of Loyalty. Northgate shall administer the Trust solely in the interest of the Beneficiarie

Section 2.03 — Confirmation of Authority and Good Standing Northgate represents and confirms as follows: (a) Northgate is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is authorized to exercise fiduciary powers and act in a fiduciary capacity under applicable Delaware law and regulations. (b) Northgate possesses all necessary corporate power and au

ARTICLE III — ADMINISTRATIVE UNDERTAKINGS

Section 3.01 — Custody and Safekeeping of Trust Assets Northgate shall hold, safeguard, and administer all trust assets in accordance with the Trust Agreement, this Acceptance, and applicable Delaware law. In connection therewith, Northgate undertakes the following: (a) Northgate shall maintain all trust property in one or more segregated accounts established and maintained in the name of the Trust, separate and apar

Section 3.02 — Investment Responsibilities Northgate shall invest and reinvest trust assets in accordance with the following: (a) Investment Policy Statement. Northgate shall adhere to the Investment Policy Statement (the "IPS") adopted for the Trust, which was prepared by Calderwood & Harkness LLP in consultation with Havensbrook Wealth Advisors LLC, under the direction of Diana R. Linden, CFP®, Managing Director, F

Section 3.03 — Accounting and Reporting Northgate shall discharge the following accounting and reporting obligations: (a) Books and Records. Northgate shall maintain accurate, complete, and current books and records of all trust transactions, including receipts, disbursements, distributions, investment transactions, gains, losses, income, and expenses. Such books and records shall be maintained in accordance with gen

Section 3.04 — Distribution Administration Northgate shall administer distributions from the Trust as follows: (a) HEMS Standard. Northgate shall process and administer distributions to the Beneficiaries in accordance with the health, education, maintenance, and support ("HEMS") standard set forth in the Trust Agreement. In evaluating distribution requests, Northgate shall consider the applicable HEMS factors, the Be

Section 3.05 — Compliance with Delaware Law (a) Northgate shall ensure that the administration of the Trust complies with all applicable statutes, regulations, and judicial requirements of the State of Delaware, including, without limitation, the perpetual trust provisions of Delaware law, the Delaware Trust Act (12 Del. C. §§ 3301–3342), the Delaware Prudent Investor Act (12 Del. C. § 3302), and all other applicable

Section 3.06 — Coordination with Co-Trustee and Advisors (a) Northgate shall coordinate and communicate regularly with Thomas R. Caldwell, as Family Co-Trustee, on all material trust administration decisions, including investment management, distribution processing, tax planning, and any extraordinary matters affecting the Trust or its Beneficiaries. The co-trustees shall establish reasonable procedures for communica

Section 4.01 — Annual Trustee Fees Northgate shall be compensated for its services as Institutional Co-Trustee in accordance with the following tiered fee schedule, applied to the fair market value of trust assets under Northgate's administration: It is anticipated that the trust corpus will grow significantly upon the receipt of remainder interests from the three GRATs. Specifically, GRAT A was funded with approxima

Section 4.02 — Transaction and Special Service Fees In addition to the annual trustee fees set forth in Section 4.01, Northgate shall be entitled to compensation for the following transaction and special services: (a) Real Estate Administration Fee. In the event that the Trust receives membership interests in Stonecrest Realty Holdings LLC as the GRAT B remainder, Northgate shall charge an annual real estate administ

Section 4.03 — Fee Payment All fees payable to Northgate hereunder shall be paid from trust assets unless otherwise directed in writing by the Grantor (during his lifetime) or by the co-trustees. Northgate shall provide an itemized invoice to the Family Co-Trustee and to the Grantor (during the Grantor's lifetime) at least thirty (30) days prior to deducting any fees from trust assets. Such invoice shall describe in

Section 4.04 — Fee Adjustment Northgate reserves the right to adjust its fee schedule upon ninety (90) days' prior written notice to the Family Co-Trustee, the Grantor (during his lifetime), and the Trust Protector. Any fee adjustment proposed by Northgate shall be subject to review and, if applicable, modification by the Trust Protector under her non-fiduciary authority to modify administrative provisions of the Tru

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF NORTHGATE Northgate hereby makes the following representations and warranties as of the date of this Acceptance: (a) Organization and Good Standing. Northgate is a trust company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Northgate has not been subject to any cease-and-desist order, consent decree, or similar regulatory

ARTICLE VI — LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 6.01 — Limitation of Liability Northgate's liability in connection with the administration of the Trust shall be limited as provided in the Trust Agreement, consistent with the laws of the State of Delaware. Without limiting the foregoing: (a) Northgate shall not be liable for any loss, damage, or diminution in the value of trust assets arising from the acts, omissions, negligence, or willful misconduct of th

Section 6.02 — Indemnification To the extent provided in the Trust Agreement, Northgate shall be entitled to indemnification from the trust assets for all reasonable costs, expenses, and liabilities (including, without limitation, reasonable attorneys' fees and court costs) incurred by Northgate in connection with the good-faith administration of the Trust, provided that such indemnification shall not extend to costs

ARTICLE VII — RESIGNATION AND REMOVAL

Section 7.01 — Resignation Northgate may resign as Institutional Co-Trustee of the Trust upon ninety (90) days' prior written notice to the Family Co-Trustee, the Trust Protector, and the qualified beneficiaries of the Trust, as provided in the Trust Agreement. Such resignation shall not become effective until the earlier of (a) the appointment and acceptance of a successor Institutional Co-Trustee, or (b) the expira

Section 7.02 — Removal Northgate acknowledges that the Trust Protector, Victoria Chambers, has the power to remove the Institutional Co-Trustee in her non-fiduciary capacity, as provided in the Trust Agreement. Northgate shall cooperate fully with any removal proceeding and shall not unreasonably delay or impede the transition of fiduciary responsibilities to a successor Institutional Co-Trustee.

Section 7.03 — Transition Upon resignation or removal, Northgate shall cooperate in the orderly transition of all trust assets, records, files, accounts, and other materials to the successor Institutional Co-Trustee. Northgate shall prepare and deliver a final accounting covering the period from the last periodic accounting through the effective date of resignation or removal, and shall transfer custody of all trust

ARTICLE VIII — NOTICES All notices, requests, demands, consents, instructions, and other communications required or permitted under the Trust Agreement or this Acceptance shall be in writing and shall be deemed duly given if delivered personally, sent by certified or registered mail (return receipt requested, postage prepaid), sent by nationally recognized overnight courier service, or transmitted by electronic mail

ARTICLE IX — GOVERNING LAW This Acceptance shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice-of-law or conflict-of-laws principles that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Acceptance is made in connection with, and is subject to, the Trust Agreement, which is also governed

ARTICLE X — EXECUTION IN WITNESS WHEREOF, Northgate Trust Company of Delaware has executed this Acceptance of Appointment as Institutional Co-Trustee as of the date first set forth above. A. Northgate Trust Company of Delaware NORTHGATE TRUST COMPANY OF DELAWARE By: ________ Name: Philip A. Rossiter Title: Senior Vice President, Trust Administration Date: April 1, 2023 Address: 1201 North Market Street, Suite 1600, W

1. Annual Institutional Co-Trustee Fee The following tiered fee schedule shall apply to the fair market value of trust assets under Northgate's administration, calculated quarterly based on the fair market value of trust assets on the last business day of each calendar quarter and payable in arrears: Minimum Annual Fee: $25,000

2. Anticipated Growth of Trust Corpus The Trust was initially funded with $5,000,000 in cash. It is anticipated that the Trust will receive substantial additional assets upon the termination of the following Grantor Retained Annuity Trusts: The combined pre-discount funded assets of the three GRATs total approximately $178,000,000. The actual remainder interests received by the Trust upon GRAT termination will depend

3. Special Asset Class Surcharges In addition to the annual co-trustee fee set forth above, the following surcharges shall apply to specific asset classes held by the Trust: a. Real Estate Administration Surcharge — Stonecrest Realty Holdings LLC. This surcharge applies if and when the Trust receives membership interests in Stonecrest Realty Holdings LLC as the remainder of GRAT B. The per-property fee applies to eac

4. Tax Return Preparation Coordination Fee Extraordinary tax events include, without limitation, GRAT terminations, significant asset receipts or dispositions, trust modifications or decanting, and IRS audits or examinations. Out-of-pocket costs for external tax preparation services provided by Strathmore Corporation & Greaves LLP or other third-party professionals are not included in this fee and are payable as a se

5. Extraordinary Services Hourly Rates

6. General Notes (a) All fees and surcharges are subject to adjustment upon ninety (90) days' prior written notice, as set forth in Section 4.04 of this Acceptance, and subject to the Trust Protector's review authority. (b) Fees are payable from trust assets unless otherwise directed by the Grantor or the co-trustees. (c) Northgate shall provide itemized invoices to the Family Co-Trustee and the Grantor (during lifet