Contract analysis

ARTICLE I — DESIGNATION OF TRUST PROTECTOR

Section 1.1 — Appointment. The Grantor, Jonathan Robert Caldwell, acting pursuant to the authority vested in him under Article IX of the Trust Agreement dated April 1, 2023, hereby designates and appoints Victoria Chambers, Esq., as Trust Protector of the Caldwell Family Dynasty Trust, effective as of the date of execution of this Instrument by the Grantor and acceptance by Victoria Chambers as provided herein. This

Section 1.2 — Non-Fiduciary Capacity. The Trust Protector shall serve in a non-fiduciary capacity with respect to the Trust, the Trustees, the beneficiaries, and all other persons having or claiming an interest in the Trust. Without limiting the generality of the foregoing: (a) The Trust Protector shall not be deemed a trustee, co-trustee, fiduciary, agent, or representative of the Trust, the Grantor, the Trustees, o

Section 1.3 — Compensation and Expenses. (a) Compensation. The Trust Protector shall be entitled to reasonable compensation for services rendered in her capacity as Trust Protector, payable from Trust assets, at rates consistent with customary professional fees charged by attorneys and other professionals for services of a similar nature in the relevant market. The Trust Protector shall submit periodic statements for

ARTICLE II — POWERS OF THE TRUST PROTECTOR

Section 2.1 — Enumerated Powers. The Trust Protector shall have the following powers with respect to the Trust, each of which shall be exercisable in the Trust Protector's sole and absolute discretion, and without the requirement of court approval, the consent of any beneficiary, the consent of any Trustee, or the consent or approval of any other person. The enumeration of specific powers in this Section 2.1 shall no

Section 2.2 — Limitations on Powers. Notwithstanding any other provision of this Instrument or the Trust Agreement, the Trust Protector shall not have the power to: (a) Make distributions from the Trust to any beneficiary, direct the Trustees to make any distribution, or accelerate or defer the timing of any distribution; (b) Add or remove any beneficiary of the Trust, or modify the class of beneficiaries entitled to

Section 2.3 — Exercise of Powers. All powers of the Trust Protector under this Instrument and the Trust Agreement shall be exercised by a written instrument (a "Trust Protector Direction") signed by the Trust Protector and delivered to all then-serving Trustees of the Trust. Each Trust Protector Direction shall: (a) Specify in reasonable detail the power being exercised and the action to be taken; (b) Specify the eff

Section 2.4 — No Duty to Act. The Trust Protector shall be under no duty to exercise or refrain from exercising any power granted to the Trust Protector under this Instrument or the Trust Agreement. The Trust Protector shall be under no duty to monitor the Trust, the Trustees, the investments of the Trust, the financial condition of the Trust, or the needs of any beneficiary. The Trust Protector shall be under no dut

ARTICLE III — TERM OF SERVICE AND SUCCESSION

Section 3.1 — Term. The Trust Protector shall serve as Trust Protector of the Caldwell Family Dynasty Trust commencing on the effective date of this Instrument and shall continue to serve until the earliest to occur of the following events: (a) The Trust Protector's written resignation delivered to the then-serving Trustees of the Trust in accordance with Section 3.2 of this Instrument; (b) The death of the Trust Pro

Section 3.2 — Resignation. The Trust Protector may resign at any time, with or without cause, by delivering a written notice of resignation to all then-serving Trustees of the Trust. Such resignation shall become effective thirty (30) calendar days after the date of delivery of the notice of resignation to the Trustees, unless a successor Trust Protector has been designated by the resigning Trust Protector and has ac

Section 3.3 — Successor Trust Protector. (a) Designation During Lifetime. The Trust Protector may designate one or more successor Trust Protectors, in the order of priority specified by the Trust Protector, by written instrument executed by the Trust Protector and delivered to the then-serving Trustees during the Trust Protector's lifetime. Any such designation may be amended or revoked by the Trust Protector at any

Section 3.4 — Vacancy. If the office of Trust Protector is vacant and no successor Trust Protector has been appointed and has accepted appointment within ninety (90) calendar days following the date on which the vacancy arose, the Trust shall continue to be administered by the Trustees in accordance with the terms of the Trust Agreement without a Trust Protector. During any period in which the office of Trust Protect

Section 4.1 — Indemnification of Trust Protector. The Trust shall indemnify, defend, and hold harmless the Trust Protector, and her heirs, executors, administrators, personal representatives, successors, and assigns, from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees,

ARTICLE V — MISCELLANEOUS PROVISIONS

Section 5.1 — Governing Law. This Instrument shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with the governing law of the Trust Agreement. Any action, suit, or proceeding arising out of or relating to this Instrument shall be brought exclusively in the courts of the State of Delaware or the U

Section 5.2 — Relation to Trust Agreement. This Instrument is supplemental to, and shall be read and construed in conjunction with, the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023. This Instrument is intended to implement the provisions of Article IX of the Trust Agreement authorizing the designation of a Trust Protector and to set forth the terms of such designation and the acceptance th

Section 5.3 — Severability. If any provision of this Instrument, or the application of any provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Instrument, which shall continue in full force and effect and shall be construed and en

Section 5.4 — No Third-Party Beneficiaries. This Instrument is entered into solely for the benefit of the Trust, the Grantor, the Trustees, the Trust Protector, and the beneficiaries of the Trust, and nothing in this Instrument shall be construed to create or confer upon any third party any rights, remedies, claims, or causes of action. No creditor, assignee, or other third party shall have any right to enforce any p

Section 5.5 — Counterparts. This Instrument 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. Execution and delivery of a counterpart by facsimile, electronic mail transmission of a PDF copy, or other electronic means shall have the same force and effect as delivery of an original executed counterpart. EXECUTI

1. Receipt and Review of Trust Agreement. Victoria Chambers acknowledges that she has received a complete copy of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023, including all schedules, exhibits, and amendments thereto (if any), and that she has reviewed the Trust Agreement and is familiar with its terms and provisions.

2. Non-Fiduciary Capacity. Victoria Chambers acknowledges that she will serve as Trust Protector in a non-fiduciary capacity, as set forth in Article I, Section 1.2 of the Trust Protector Designation and Acceptance Instrument executed by the Grantor (the "Designation Instrument") and in Article IX of the Trust Agreement. She further acknowledges that she shall not be deemed a trustee, co-trustee, or fiduciary of the

3. Scope of Powers. Victoria Chambers acknowledges the scope of her powers as set forth in Article II of the Designation Instrument, including, without limitation: (a) the power to amend, modify, or supplement the administrative provisions of the Trust Agreement; (b) the power to change the situs and governing law of the Trust; (c) the power to remove and appoint Trustees of the Trust; and (d) the power to add or mod

4. Limitations on Powers. Victoria Chambers acknowledges the limitations on her powers as set forth in Section 2.2 of the Designation Instrument, including the prohibition on making distributions, adding or removing beneficiaries, altering the HEMS distribution standard, modifying the Distribution Committee structure or the $100,000-per-beneficiary-per-year approval threshold (except for purely administrative procedu

5. No Duty to Act. Victoria Chambers acknowledges that she is under no duty to exercise or refrain from exercising any power granted to her under the Designation Instrument or the Trust Agreement, and that her decision not to exercise any power, for any reason or for no reason, shall not give rise to any liability on her part.

6. Term of Service and Succession. Victoria Chambers acknowledges that her service as Trust Protector is subject to the terms regarding resignation, removal, and succession set forth in Article III of the Designation Instrument, including the right to resign upon thirty (30) days' written notice and the right of the beneficiaries to remove her by unanimous written instrument. Disclosure. Victoria Chambers hereby disc