Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Assignment, the following terms shall have the meanings set forth below: 1.1 "Assigned Interest" means the approximate fifty-nine and seven-tenths percent (59.7%) membership interest in Stonecrest Realty Holdings LLC being transferred hereunder, representing a pro rata share of all economic and governance rights appurtenant thereto, including but not limited to rights to distri

Section 2.1 — Assignment of Membership Interest As of the Effective Date, the Assignor hereby irrevocably assigns, transfers, conveys, and delivers to the Assignee, as Trustee of the Caldwell 2023 Realty GRAT, all of the Assignor's right, title, and interest in and to the Assigned Interest, free and clear of all liens, claims, encumbrances, security interests, options, charges, pledges, restrictions, and adverse clai

Section 2.2 — Acceptance by Assignee The Assignee, as Trustee of the Caldwell 2023 Realty GRAT, hereby accepts the assignment of the Assigned Interest and agrees to hold the Assigned Interest as trust corpus, subject in all respects to the terms and conditions of the Trust Agreement. The Assignee acknowledges that the Assigned Interest shall constitute the initial funding of the Caldwell 2023 Realty GRAT and shall be

Section 2.3 — Valuation for Gift Tax Purposes The Parties acknowledge and agree that the Assigned Interest has a pre-discount fair market value of Eighty Million Dollars ($80,000,000), determined as of the Effective Date. Such pre-discount fair market value is based upon the total fair market value of Stonecrest Realty Holdings LLC of One Hundred Thirty-Four Million Dollars ($134,000,000), multiplied by the percentag

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR The Assignor hereby makes the following representations and warranties to the Assignee as of the Effective Date, each of which is material and relied upon by the Assignee:

Section 3.1 — Title The Assignor represents and warrants that the Assignor is the sole legal and beneficial owner of the Assigned Interest, free and clear of all liens, pledges, security interests, encumbrances, claims, options, charges, restrictions, conditional sale or other title retention agreements, and adverse claims of any kind whatsoever (collectively, "Encumbrances"). No other Person has any right, title, in

Section 3.2 — Authority The Assignor represents and warrants that the Assignor has full legal right, power, capacity, and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by the Assignor do not and will not: (i) violate, conflict with, or result in a breach or default under any agreement, cont

Section 3.3 — Absence of Encumbrances The Assigned Interest is not subject to any mortgage, deed of trust, pledge, hypothecation, security interest, lien, charge, encumbrance, or adverse claim of any nature. There are no outstanding options, warrants, rights of first refusal, preemptive rights, purchase agreements, or other rights or agreements of any kind to purchase, acquire, or otherwise obtain any portion of the

Section 3.4 — Compliance with Operating Agreement The Assignor represents and warrants that the transfer of the Assigned Interest complies with all applicable provisions of the Operating Agreement, including without limitation any restrictions on transfer, requirements for member consent, rights of first refusal, and conditions to the admission of substitute or additional members. All consents required under the Oper

Section 3.5 — No Litigation The Assignor represents and warrants that there is no pending or, to the Assignor's knowledge after due inquiry, threatened litigation, arbitration, administrative proceeding, investigation, or other legal proceeding of any kind that would: (i) affect or impair the Assigned Interest or the Assignor's title thereto; (ii) restrict or prohibit the transfer of the Assigned Interest as contempl

Section 3.6 — Tax Matters The Assignor represents and warrants that the Assigned Interest constitutes a membership interest in a limited liability company that is classified as a partnership for federal income tax purposes (or, in the event that the Company has only one member at any relevant time, as a disregarded entity for federal income tax purposes). The Assignor acknowledges and confirms that GRAT B is a granto

ARTICLE 4 — UNDERLYING PROPERTY DESCRIPTION

Section 4.1 — Stonecrest Property Portfolio The Assigned Interest represents an approximate fifty-nine and seven-tenths percent (59.7%) membership interest in Stonecrest Realty Holdings LLC, which holds direct and indirect interests in the following eleven (11) real estate properties. The properties, their respective classifications, locations, and estimated fair market values as of the Effective Date (as determined

Section 5.1 — Further Assurances The Assignor agrees to execute and deliver, at any time and from time to time after the Effective Date, any and all additional documents, instruments, certificates, and assurances as may be reasonably necessary or desirable to effectuate the purposes of this Assignment, to vest in the Assignee good and valid title to the Assigned Interest, and to confirm the Assignee's rights hereunde

Section 5.2 — Operating Agreement Amendment The Parties shall cause the Operating Agreement to be amended promptly following the Effective Date to reflect the transfer of the Assigned Interest and the admission of the Assignee as a member of Stonecrest holding an approximate fifty-nine and seven-tenths percent (59.7%) membership interest in the Company. Such amendment shall set forth the revised ownership percentages

Section 5.3 — Notification The Assignor shall provide written notice of this Assignment to Robert M. Sinclair, Chief Operating Officer of Stonecrest Realty Holdings LLC, promptly following the execution hereof. Such notice shall include a copy of this Assignment or a summary thereof reasonably satisfactory to the Assignee, and shall inform Mr. Sinclair of the change in the membership register, the identity and capaci

Section 6.1 — Gift Tax Reporting The transfer of the Assigned Interest to the Trust shall be reported on the Assignor's 2023 federal gift tax return (IRS Form 709), filed for the calendar year ending December 31, 2023, as a transfer to a zeroed-out grantor retained annuity trust under IRC § 2702. The taxable gift value of this transfer is zero dollars ($0), reflecting the structure of GRAT B as a zeroed-out GRAT in w

Section 6.2 — Grantor Trust Status The Parties acknowledge and agree that GRAT B is a grantor trust for federal and state income tax purposes, and that the Assignor shall be treated as the owner of the trust corpus (including the Assigned Interest) for federal and state income tax purposes for the duration of the GRAT annuity term, pursuant to IRC §§ 671 through 679. During the annuity term, all items of income, gain

Section 6.3 — Section 7520 Rate The applicable Section 7520 rate for the month of funding (April 2023) is five percent (5.0%), as published by the Internal Revenue Service. This rate has been applied in the zeroed-out annuity calculation under the Trust Agreement to determine the annual annuity amount payable to the Assignor during the three-year annuity term. The Parties acknowledge that the selection of the April 2

ARTICLE 7 — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict-of-laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute arising out of or relating

Section 7.2 — Binding Effect This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee and their respective heirs, executors, administrators, personal representatives, successors, and assigns. The obligations and rights of the Assignee hereunder shall be obligations and rights of the Assignee in the Assignee's capacity as Trustee of the Caldwell 2023 Realty GRAT and not in the As

Section 7.3 — Entire Agreement This Assignment, together with the Trust Agreement dated May 1, 2023, the Operating Agreement of Stonecrest Realty Holdings LLC, the Consent of Sole Member attached hereto as Exhibit B, and the exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandin

Section 7.4 — Amendments This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Assignor and the Assignee. No course of dealing between the Parties, no delay or omission in exercising any right or remedy hereunder, and no failure to exercise any such right or remedy shall operate as a waiver of any such right or remedy or any other right or remed

Section 7.5 — Severability If any provision of this Assignment, or the application of any such provision to any Person or circumstance, shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Assignment shall continue in full force and effect, and the application of such provision to other Persons or circumstances shall not be affected thereby. In the ev

Section 7.6 — Counterparts This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile, electronic mail (including .pdf format), or other electronic transmission shall be as effective as delivery of a manually execute

Section 7.7 — No Third-Party Beneficiaries This Assignment is not intended to, and shall not, confer any rights, benefits, or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns; provided, however, that to the extent the Caldwell Family Dynasty Trust (as remainder beneficiary under the Trust Agreement) has a vested or contingent interest in the Assigned Interes