Contract analysis

I. Purpose and Scope of Memorandum This memorandum sets forth the proposed staffing plan, fee estimate, billing arrangements, projected timeline, and allocation of responsibilities for the comprehensive generational estate planning engagement for Jonathan Robert Caldwell. The purpose of this memorandum is to ensure that the responsible partner and billing partner have full visibility into the anticipated scope of wor

1. Design, documentation, and funding of three Grantor Retained Annuity Trusts ("GRATs") — specifically, GRAT A (publicly traded securities), GRAT B (Stonecrest Realty Holdings LLC membership interests), and GRAT C (Caldwell Ridgeline Capital LLC limited partnership interests and carried interest);

2. Establishment and funding of a Delaware dynasty trust (the "Caldwell Family Dynasty Trust"), structured to leverage Mr. Caldwell's remaining generation-skipping transfer tax ("GST") exemption;

3. Formation of a private foundation (The Caldwell Family Foundation), including preparation and filing of all organizational documents, the IRS Form 1023 application for recognition of tax-exempt status under Internal Revenue Code ("IRC") § 501(c)(3), and the initial contribution agreement;

4. Establishment and funding of an irrevocable life insurance trust (the "Caldwell Family Insurance Trust" or "ILIT"), including coordination of the acquisition and assignment of a $15,000,000 second-to-die life insurance policy issued by Beacon Life Assurance Company;

5. Amendment and restatement of Mr. Caldwell's existing revocable trust, originally dated October 3, 2010, to incorporate credit shelter trust and marital qualified terminable interest property ("QTIP") trust provisions;

6. Execution of a new pour-over will, revoking Mr. Caldwell's prior will dated October 3, 2010;

7. Preparation and execution of a durable general power of attorney, health care proxy, living will/advance directive, and HIPAA authorization;

8. Coordination of gift tax return (IRS Form 709) preparation for the 2023 taxable year, in conjunction with Mr. Caldwell's accounting firm, Strathmore Corporation & Greaves LLP; and

9. Coordination with all third-party advisors, counsel, trustees, and service providers necessary to effectuate the foregoing. The balance of this memorandum addresses the engagement team, fee estimate, billing arrangements, projected timeline, allocation of responsibilities by workstream, third-party coordination, risk factors and budget contingencies, and approval requirements.

II. Engagement Team The following individuals have been assigned to the Caldwell engagement. Given the breadth and complexity of the matter, the team draws upon both the firm's Tax practice group and cross-staffed attorneys from other practice groups who have existing client-relationship responsibilities or relevant experience. Each team member's practice group, role, hourly rate, and estimated hours are set forth be

III. Fee Estimate and Billing Arrangements A. Estimated Total Fees Based on the scope of work described in this memorandum, the staffing plan set forth in Section II, and the projected timeline set forth in Section IV, the total estimated professional fees for the engagement are as follows: Total Estimated Professional Fees: $1,850,000 Fee Cap (Not-to-Exceed): $2,100,000 The fee cap of $2,100,000 covers all professio

1. Ashford Valuation Group LLC Appraisal Fees. Ashford Valuation Group LLC has been engaged independently by Mr. Caldwell to prepare qualified appraisals of the Stonecrest Realty Holdings LLC membership interests, the Caldwell Ridgeline Capital LLC limited partnership interests and carried interest, and the art and collectibles collection. The estimated appraisal fees are $150,000–$200,000, depending on the complexit

2. Northgate Trust Company of Delaware Institutional Trustee Fees. Northgate Trust Company of Delaware will serve as institutional co-trustee of the Caldwell Family Dynasty Trust and as sole institutional trustee of the Caldwell Family Insurance Trust (ILIT). Northgate's annual trustee fees will be charged in accordance with Northgate's published fee schedule, which is based on a percentage of trust assets under admi

3. Glenmore Insurance Brokerage LLC / Beacon Life Assurance Company Insurance Premiums and Broker Fees. The annual premium on the Beacon Life Assurance Company second-to-die life insurance policy (Policy No. BLA-2023-77419) is $187,500. Glenmore Insurance Brokerage LLC's broker fees are included in the premium amount. The premium will be paid by the ILIT trustee (Northgate) from contributions made to the ILIT by Mr.

4. Pemberton, Locke & Strauss LLP Fees. Pemberton, Locke & Strauss LLP has been engaged by Eleanor V. Caldwell as independent counsel to advise her regarding the spousal consent and related documents. Pemberton's fees will be billed directly to Eleanor V. Caldwell.

5. Ridgewell & Thorn LLP Fees. Ridgewell & Thorn LLP serves as Delaware counsel to Northgate Trust Company of Delaware and will provide advice regarding Delaware trust law and fiduciary acceptance matters. Ridgewell's fees will be billed to Northgate or to Mr. Caldwell, per the arrangement between Northgate and Mr. Caldwell.

6. Filing Fees. These include the New York Department of State filing fee for the Foundation's certificate of incorporation, the IRS Form 1023 user fee (currently $600), and any other governmental filing fees incurred during the engagement. These fees are estimated at $2,000–$3,500 in the aggregate.

7. Travel, Copying, Courier, and Miscellaneous Disbursements. Estimated at $5,000–$10,000 for the duration of the engagement. This includes travel expenses for meetings with the client, with Northgate Trust Company in Wilmington, Delaware, and with other third parties, as well as photocopying, binding, courier service, and overnight delivery charges.

IV. Projected Timeline The engagement is divided into four phases, as described below. The milestones and target dates set forth in this section are subject to adjustment based on client availability, third-party responsiveness, and regulatory processing times. A. Phase 1: Information Gathering and Analysis (February – March 2023) Phase 1 encompasses the opening of the matter, execution of the engagement letter, coll

V. Allocation of Responsibilities by Workstream The engagement has been organized into seven discrete workstreams, each with a designated lead, supporting team members, specified deliverables, key coordination points, and an estimated hour allocation. The workstream structure is designed to facilitate efficient project management, clear lines of accountability, and accurate time tracking against the budget projection

VI. Key Third-Party Coordination Summary The following table summarizes the principal third-party entities and individuals with whom the engagement team will coordinate during the course of the engagement, along with the designated Calderwood & Harkness contact for each third party and the purpose of the coordination: Given the number and diversity of third-party participants, Monica Reyes will maintain a centralized

VII. Risk Factors and Budget Contingencies The following risk factors have been identified as potential sources of cost overruns or timeline delays. The contingency allowance built into the fee estimate (approximately 25–30% above the midpoint fee build-up) is intended to account for these risks: Valuation Challenges. The proposed valuation discounts — 25% combined discount for Stonecrest Realty Holdings LLC membersh

VIII. Approval and Next Steps This memorandum is submitted for the approval of Victoria Chambers, Responsible Partner, and Howard Quinn, Billing Partner. The staffing plan, fee estimate, budget cap, timeline, and workstream allocations set forth herein are subject to their review and approval before implementation. Upon approval, the engagement team will immediately commence Phase 1 activities. The data request lette

1. Monthly Budget-to-Actual Reports. Monica Reyes will prepare monthly budget-to-actual reports comparing actual fees incurred against the projections set forth in this memorandum, broken down by team member and by workstream. These reports will be submitted to Howard Quinn for review by the fifth business day of each month.

2. Projected Overrun Notification. Any projected overruns approaching the fee cap of $2,100,000 will be flagged promptly to Victoria Chambers and Howard Quinn for discussion and, if warranted, communication to Mr. Caldwell. Under the terms of the engagement letter, any fees in excess of the fee cap require prior written approval from the client.

3. Scope Change Management. Any requests from Mr. Caldwell or his advisors that fall outside the scope of the engagement as defined in the engagement letter will be identified by the engagement team and referred to Victoria Chambers for evaluation. If a scope change is warranted, Victoria Chambers will communicate with Mr. Caldwell regarding the additional scope, estimated cost, and any necessary amendment to the eng