Contract analysis

ARTICLE I — ASSIGNMENT AND TRANSFER

Section 1.1 — Assignment. Effective as of June 1, 2023 (the "Effective Date"), the Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to the Trustee, as Trustee of the Caldwell 2023 Carried Interest GRAT, all of the Assignor's right, title, and interest in and to the following: (a) The limited partnership interest held by the Assignor in Caldwell Ridgeline Fund IV LP, a Delaware limited

Section 1.2 — Acceptance by Trustee. The Trustee hereby accepts the Assigned Interests as trust corpus of the GRAT, subject to and in accordance with the terms and conditions of the Trust Agreement dated June 1, 2023. Upon acceptance, the Assigned Interests shall be reflected on Schedule A to the Trust Agreement, and the Trustee shall hold, administer, invest, and distribute the Assigned Interests (and any proceeds t

Section 1.3 — Effective Date. The assignment contemplated by this Article I shall be effective as of June 1, 2023 (the "Effective Date"). All distributions, allocations of income, gain, loss, deduction, and credit, and all other economic benefits and obligations attributable to the Assigned Interests that accrue on or after the Effective Date shall belong to and be for the account of the GRAT. Any distributions or al

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR The Assignor hereby represents and warrants to the Trustee as follows:

Section 2.1 — Title and Ownership. The Assignor represents and warrants that he is the sole legal and beneficial owner of the Assigned Interests, free and clear of all liens, pledges, encumbrances, security interests, options, charges, claims, and restrictions of any kind or nature whatsoever, except for (a) restrictions imposed by the applicable Partnership Agreements governing the Funds, and (b) restrictions arisin

Section 2.2 — Authority. The Assignor has full legal right, power, capacity, and authority to execute, deliver, and perform this Assignment and to transfer the Assigned Interests to the Trustee as contemplated herein. The Assignor has not previously assigned, transferred, pledged, hypothecated, or otherwise encumbered any of the Assigned Interests, and no prior conveyance of the Assigned Interests has been made that

Section 2.3 — Partnership Consent and Transfer Restrictions. The Assignor represents and warrants that: (a) To the extent required by the Partnership Agreements, the consent of the general partner (Caldwell Ridgeline Capital LLC) has been obtained, or will be obtained prior to or contemporaneously with the Effective Date, for the transfer of the Fund IV LP Interest, the Fund V LP Interest, and the Fund VI Carried Int

Section 2.4 — Securities Law Representations. The Assignor acknowledges and represents that the Assigned Interests have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction. The Assigned Interests constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. The transfer of the Assigned Interests to the Trustee is being

Section 2.5 — No Litigation. The Assignor represents and warrants that there is no pending or, to the Assignor's knowledge after due inquiry, threatened litigation, arbitration, investigation, or administrative proceeding of any kind relating to or affecting the Assigned Interests or the Assignor's ownership thereof. The Assignor is not aware of any facts or circumstances that would reasonably be expected to give ris

Section 2.6 — Tax Status. The Assignor represents and warrants that the GRAT is and shall be treated as a "grantor trust" as to the Assignor for federal income tax purposes under Sections 671 through 679 of the Code during the entire annuity term of the GRAT. The assignment and transfer of the Assigned Interests to the GRAT as contemplated by this Assignment is not intended to be, and shall not be treated as, a taxab

Section 2.7 — Valuation. The Assignor represents and warrants that the fair market values set forth herein with respect to the Assigned Interests are based upon the independent qualified appraisal performed by Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA, Managing Partner) as of the Effective Date. The Assignor undertakes to report the transfer of the Assigned Interests to the GRAT on IRS Form 709 (Unit

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF TRUSTEE The Trustee hereby represents and warrants to the Assignor as follows:

Section 3.1 — Authority to Accept. The Trustee represents and warrants that he has been duly appointed and is currently serving as Trustee of the Caldwell 2023 Carried Interest GRAT pursuant to the Trust Agreement dated June 1, 2023. The Trust Agreement has been duly executed and delivered and is in full force and effect. The Trustee has full authority under the Trust Agreement to accept the Assigned Interests on beh

Section 3.2 — Compliance with Trust Agreement. The Trustee covenants and agrees that he will hold, administer, invest, and distribute the Assigned Interests (and any proceeds or substitute assets received in respect thereof) in strict accordance with the terms of the Trust Agreement. Without limiting the generality of the foregoing, the Trustee acknowledges and agrees that the Trust Agreement requires the payment of

Section 3.3 — Fiduciary Acknowledgment. The Trustee acknowledges and accepts the fiduciary duties imposed upon him by the Trust Agreement and by applicable law with respect to the trust corpus of the GRAT, including the Assigned Interests. The Trustee will manage, hold, and administer the Assigned Interests in a manner consistent with the terms of the Trust Agreement, the fiduciary standards applicable to trustees un

ARTICLE IV — COVENANTS AND AGREEMENTS

Section 4.1 — Further Assurances. The Assignor covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, agreements, certificates, and assurances as may be reasonably necessary or desirable to effectuate, confirm, and perfect the transfer of the Assigned Interests to the Trustee as contemplated by this Assignment, including, but not limited to: (a) Ame

Section 4.2 — Partnership Agreement Compliance. Both the Assignor and the Trustee covenant and agree to comply in all material respects with the terms and provisions of each applicable Partnership Agreement governing the Assigned Interests, including, without limitation: (a) Restrictions on further transfer of the Assigned Interests without the prior written consent of the general partner of the applicable Fund; (b)

Section 4.3 — Tax Reporting Coordination. The Assignor and the Trustee shall coordinate with each other and with the Assignor's professional advisors, including Strathmore Corporation & Greaves LLP (Martin J. Prescott, CPA, Senior Partner, 600 Third Avenue, 28th Floor, New York, New York 10016) and Calderwood & Harkness LLP (Sylvia Hartwell, Specialist Partner, Tax), regarding the following tax-related matters: (a) P

Section 4.4 — Indemnification. The Assignor shall indemnify, defend, and hold harmless the Trustee (in the Trustee's fiduciary capacity as Trustee of the GRAT, and not in his individual capacity) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or resulting from (a) any breach of the Assignor's representation

ARTICLE V — DESCRIPTION OF ASSIGNED INTERESTS

Section 5.1 — Fund IV LP Interest. Entity: Caldwell Ridgeline Fund IV LP, a Delaware limited partnership Vintage Year: 2015 General Partner: Caldwell Ridgeline Capital LLC, a Delaware limited liability company Nature of Interest: Limited partnership interest Fair Market Value as of June 1, 2023: Twelve Million Dollars ($12,000,000) Applicable discount: Thirty-five percent (35%) combined lack-of-marketability and mino

Section 5.2 — Fund V LP Interest. Entity: Caldwell Ridgeline Fund V LP, a Delaware limited partnership Vintage Year: 2018 General Partner: Caldwell Ridgeline Capital LLC, a Delaware limited liability company Nature of Interest: Limited partnership interest Fair Market Value as of June 1, 2023: Fourteen Million Dollars ($14,000,000) Applicable discount: Thirty-five percent (35%) combined lack-of-marketability and mino

Section 5.3 — Fund VI Carried Interest. Entity: Caldwell Ridgeline Fund VI LP, a Delaware limited partnership Vintage Year: 2021 General Partner: Caldwell Ridgeline Capital LLC, a Delaware limited liability company Nature of Interest: Carried interest position (profits interest / performance allocation) Fair Market Value as of June 1, 2023: Twelve Million Dollars ($12,000,000) Applicable discount: Thirty percent (30%

Section 5.4 — Aggregate Values. The following summarizes the aggregate values of the Assigned Interests: Total Pre-discount Fair Market Value of Assigned Interests: Thirty-Eight Million Dollars ($38,000,000), computed as $12,000,000 (Fund IV) + $14,000,000 (Fund V) + $12,000,000 (Fund VI) = $38,000,000. Total Post-discount Fair Market Value: Twenty-Five Million Three Hundred Thousand Dollars ($25,300,000), computed a

ARTICLE VI — TRANSFER RESTRICTIONS AND ACKNOWLEDGMENTS

Section 6.1 — Acknowledgment of Transfer Restrictions. The Parties acknowledge that the Assigned Interests are subject to transfer restrictions under the respective Partnership Agreements of Fund IV, Fund V, and Fund VI. Such restrictions may include, without limitation: (a) The requirement of prior written consent of the general partner (Caldwell Ridgeline Capital LLC) for any transfer, assignment, sale, pledge, hyp

Section 6.2 — General Partner Consent. The Assignor represents that he has provided written notice to Caldwell Ridgeline Capital LLC (attention: Gregory S. Fenton, Chief Financial Officer) of the proposed transfer of the Assigned Interests from the Assignor, individually, to the Trustee, as Trustee of the Caldwell 2023 Carried Interest GRAT. The consent of Caldwell Ridgeline Capital LLC, as general partner of each of

Section 6.3 — Substituted Limited Partner Status. Upon completion of the assignment of the Assigned Interests and receipt of general partner consent, the Trustee (as Trustee of the Caldwell 2023 Carried Interest GRAT) shall be admitted as a substituted limited partner (or assignee, as applicable under the terms of the relevant Partnership Agreement) in each of Fund IV, Fund V, and Fund VI. The books and records of ea

Section 6.4 — Compliance with IRC § 7704. The Parties acknowledge and agree that no transfer of the Assigned Interests shall be effected pursuant to this Assignment if such transfer would cause any Fund to be classified as a "publicly traded partnership" within the meaning of IRC § 7704 or would otherwise adversely affect the tax treatment of any Fund as a partnership for federal, state, or local income tax purposes.

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles or rules that would cause the application of the laws of any other jurisdiction. To the extent that matters relating to the internal affairs of Fund IV, Fund V, or Fund VI (including matters relating to the validity and enforceability o

Section 7.2 — Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the Assignor, the Trustee (in his fiduciary capacity), and their respective heirs, executors, administrators, legal representatives, successors, and assigns. Nothing in this Section shall be construed to permit any assignment or transfer of this Assignment or any rights hereunder except as expressly provided herein o

Section 7.3 — Entire Agreement. This Assignment, together with the Trust Agreement dated June 1, 2023 (including Schedule A thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, relating to the transfer of the Assigned Inter

Section 7.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Assignor and the Trustee. No oral modification or waiver shall be effective, and no course of dealing or performance shall constitute or imply any amendment or modification of the terms hereof.

Section 7.5 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic transmission (including by .pdf or other electronic format) shall be effective as delivery of a manually executed counterpart.

Section 7.6 — Severability. If any provision of this Assignment is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair the validity, legality, or enforceability of the remaining provisions of this Assignment, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall

Section 7.7 — Notices. All notices, requests, demands, consents, approvals, and other communications under this Assignment shall be in writing and shall be deemed duly given when (i) delivered in person, (ii) sent by overnight courier service (with confirmation of delivery), (iii) sent by certified or registered United States mail, postage prepaid, return receipt requested, or (iv) sent by electronic mail (with confi

Section 7.8 — Headings. The section headings and article headings contained in this Assignment are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment.

Section 7.9 — No Third-Party Beneficiaries. This Assignment is entered into for the sole benefit of the Parties hereto and shall not confer any rights, benefits, remedies, or claims upon any third party, whether as a third-party beneficiary or otherwise, except as may otherwise be expressly provided in the Trust Agreement with respect to the beneficiaries of the GRAT. [Signature Pages Follow] SIGNATURE PAGE TO ASSIGN

1. The fair market values set forth in this Schedule are based upon the independent qualified appraisal reports prepared by Ashford Valuation Group LLC (Dr. Leonard K. Whitfield, ASA, Managing Partner, 1120 Avenue of the Americas, Suite 3500, New York, New York 10036), dated on or about June 15, 2023, establishing fair market values as of June 1, 2023 (the Effective Date of the Assignment).

2. The valuation discounts reflect combined lack-of-marketability and minority interest discounts (for the Fund IV LP Interest and Fund V LP Interest) and an applicable discount (for the Fund VI Carried Interest), as determined by the independent appraiser and as more fully described in the appraisal reports.

3. This Schedule of Assigned Interests corresponds to and is intended to be consistent with Schedule A to the Trust Agreement for the Caldwell 2023 Carried Interest GRAT dated June 1, 2023. To the extent of any inconsistency between this Schedule and Schedule A to the Trust Agreement, Schedule A to the Trust Agreement shall control.

4. Because the GRAT is structured as a zeroed-out grantor retained annuity trust under IRC § 2702 at the applicable Section 7520 rate of 5.0% (May 2023), the taxable gift value resulting from the transfer of the Assigned Interests is zero ($0). [End of Exhibit B] Interest | Fund Entity | Jurisdiction | Vintage | FMV (Pre-discount) | discount | FMV (Post-discount) LP Interest | Caldwell Ridgeline Fund IV LP | Delaware