Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires: (a) "Annuity Amount" shall mean the sum of Thirty-Two Million One Hundred Ninety-Five Thousand One Hundred Twenty-Two Dollars ($32,195,122) per year, payable to the Grantor during the Annuity Term in accordance with the provisions of Article III of this Agreement. Th

ARTICLE II — CREATION OF TRUST; TRANSFER OF PROPERTY

Section 2.1 — Establishment of Trust The Grantor hereby establishes an irrevocable trust to be known as the "Caldwell 2023 Securities GRAT." The Grantor creates this Trust for the purpose of retaining a qualified annuity interest for the Annuity Term, with the remainder passing to the Remainder Beneficiary upon the expiration of the Annuity Term, subject to the terms and conditions of this Agreement. The Trust is int

Section 2.2 — Transfer of Initial Trust Property The Grantor hereby irrevocably transfers, assigns, conveys, and delivers to the Trustee, and the Trustee hereby accepts, the property described on Schedule A attached hereto and incorporated herein by reference, consisting of publicly traded securities having an aggregate Fair Market Value of Sixty Million Dollars ($60,000,000) as of April 15, 2023, the Valuation Date.

Section 2.3 — Intent Regarding Gift Tax Consequences The Trust is designed and intended to be a "zeroed-out" grantor retained annuity trust such that the present value of the Grantor's retained annuity interest, as determined under Section 7520 of the Code, equals the full Fair Market Value of the property transferred to the Trust on the Valuation Date. The Grantor intends that no taxable gift shall result from the c

ARTICLE III — ANNUITY PAYMENTS

Section 3.1 — Amount of Annuity During the Annuity Term, the Trustee shall pay to the Grantor, or if the Grantor is deceased, to the Grantor's estate, an annuity amount equal to Thirty-Two Million One Hundred Ninety-Five Thousand One Hundred Twenty-Two Dollars ($32,195,122) per year (the "Annuity Amount"). The Annuity Amount is a fixed dollar amount determined as of the date of this Agreement and shall not be subject

Section 3.2 — Timing of Annuity Payments The Annuity Amount shall be payable in annual installments during the Annuity Term, as follows: (a) First Annuity Payment. The first annuity payment of $32,195,122 shall be due and payable on or before April 15, 2024, which is the first anniversary of the date of this Agreement and the funding date of the Trust. (b) Second and Final Annuity Payment. The second and final annuit

Section 3.3 — Form of Annuity Payment Annuity payments may be made in any one or more of the following forms, in the sole and absolute discretion of the Trustee: (a) Cash. Payment in cash, including by wire transfer to an account designated by the Grantor. (b) In Kind. Payment in kind, by distribution of Trust property to the Grantor at the then-current Fair Market Value of such property, as determined on the date of

Section 3.4 — Source of Annuity Payments The Annuity Amount payable in each annuity year shall be paid from the following sources, in the following order of priority: (a) First, from the income of the Trust for the taxable year in which the annuity payment is due, including dividends, interest, and other investment income; (b) Second, to the extent that the income of the Trust for such taxable year is insufficient to

Section 3.5 — No Additional Payments The Grantor shall not receive any payment or distribution from the Trust other than the Annuity Amounts described in this Article III. No amount other than the Annuity Amount may be paid to or for the benefit of the Grantor or any other person during the Annuity Term, other than the distribution of the remainder to the Remainder Beneficiary as described in Article IV upon the expi

Section 3.6 — Insufficient Trust Property If the Trust Estate is at any time insufficient to pay the Annuity Amount in full for the applicable annuity year, the Trustee shall distribute the entire remaining Trust Estate to the Grantor in complete satisfaction of the annuity obligation for such year, and the Trust shall thereupon terminate. Under no circumstances shall the Trustee be required or expected to pay an Ann

ARTICLE IV — DISPOSITION OF REMAINDER

Section 4.1 — Distribution of Remainder Upon Expiration of Annuity Term Upon the expiration of the Annuity Term on April 15, 2025, and after payment of the final Annuity Amount due to the Grantor under Article III, the Trustee shall distribute the entire remaining Trust Estate (the "Remainder") to the Caldwell Family Dynasty Trust, as the sole Remainder Beneficiary of this Trust. The Remainder shall include all prope

Section 4.2 — No Commutation The Grantor's annuity interest may not be commuted (that is, prepaid, accelerated, or satisfied by a lump-sum payment), in whole or in part, at any time during the Annuity Term. This prohibition on commutation is imposed in compliance with Treasury Regulation Section 25.2702-3(d)(4), which requires that no person shall hold a power to commute, prepay, or accelerate the annuity interest as

Section 4.3 — No Additional Contributions from Trust to Grantor After Annuity Term After the expiration of the Annuity Term, neither the Grantor nor any other person (other than the Remainder Beneficiary, to the extent provided in Section 4.1) shall have any right, title, or interest in or to the Trust Estate or the Remainder. Upon the distribution of the Remainder to the Dynasty Trust, the Trust shall terminate and

ARTICLE V — MORTALITY CONTINGENCY

Section 5.1 — Death of Grantor During Annuity Term If the Grantor dies during the Annuity Term (that is, prior to April 15, 2025), the Trust shall terminate as of the date of the Grantor's death. Upon the Grantor's death during the Annuity Term, the Trustee (or the successor Trustee appointed in accordance with Article VIII) shall pay to the Grantor's estate the prorated Annuity Amount for the period from the beginni

Section 5.2 — Distribution of Remaining Trust Property Upon Grantor's Death After payment of the prorated Annuity Amount described in Section 5.1, the remaining Trust Estate, if any, shall be distributed to the Caldwell Family Dynasty Trust, as the Remainder Beneficiary, in the same manner and subject to the same conditions as set forth in Section 4.1 of this Agreement. The distribution shall be made as soon as admin

Section 5.3 — Inclusion in Gross Estate The Grantor expressly acknowledges and agrees that the value of the Trust property may be included in the Grantor's gross estate under Section 2036(a) of the Code if the Grantor dies during the Annuity Term, and that such inclusion is a known and expected risk associated with the zeroed-out GRAT structure. The Grantor further acknowledges that the purpose and economic rationale

ARTICLE VI — GRANTOR TRUST STATUS

Section 6.1 — Grantor Trust The Trust shall be treated as a "grantor trust" with respect to the Grantor for federal income tax purposes during the entire Annuity Term, pursuant to Sections 671 through 679 of the Code. The Grantor intends that the Trust be classified as a grantor trust by reason of one or more of the following provisions of the Code: (i) the Grantor's retention of a reversionary interest in excess of

Section 6.2 — Tax Identification During the Annuity Term (and during any period in which the Trust is treated as a grantor trust with respect to the Grantor), the Trust shall use the Grantor's Social Security number (ending in 4781) as its taxpayer identification number for all federal income tax purposes. The Trust shall not be required to file a separate fiduciary income tax return (IRS Form 1041) during any period

ARTICLE VII — POWERS OF THE TRUSTEE

Section 7.1 — General Powers The Trustee shall have all powers conferred upon trustees by the laws of the State of New York, including the New York Estates, Powers and Trusts Law, and by this Agreement, to be exercised in the Trustee's sole and absolute discretion, subject to the limitations set forth in this Agreement and the fiduciary duties imposed by applicable law. Without limiting the generality of the foregoin

Section 7.2 — Substitution Power (Substitute Asset Authority) The Grantor, in a non-fiduciary capacity and without the approval or consent of any person acting in a fiduciary capacity (including, without limitation, the Trustee if other than the Grantor, the Remainder Beneficiary, and any beneficiary of the Dynasty Trust), shall have the power to reacquire any property held in the Trust Estate by substituting other p

Section 7.3 — Power to Borrow The Trustee shall have the power to borrow funds from the Trust Estate, with or without adequate interest and with or without adequate security, provided that (a) such borrowing is consistent with the grantor trust provisions of Section 675(3) of the Code, (b) the exercise of such borrowing power does not jeopardize the Trustee's ability to make the annuity payments required under Articl

Section 7.4 — Limitation on Trustee's Powers Notwithstanding any other provision of this Agreement or any provision of applicable law, the Trustee shall not have or exercise any power, and no power shall be conferred upon the Trustee by this Agreement or by applicable law, that would cause the Trust to fail to qualify as a grantor retained annuity trust under Section 2702 of the Code and Treasury Regulation Section 2

Section 7.5 — No Power in Any Person to Add Beneficiaries No person, including the Grantor, the Trustee, the Remainder Beneficiary, or any beneficiary of the Dynasty Trust, shall have the power to add beneficiaries to the Trust, to change the designation of the Remainder Beneficiary, or to alter the disposition of the Trust Estate as set forth in this Agreement. The sole Remainder Beneficiary of the Trust is the Cald

ARTICLE VIII — TRUSTEE PROVISIONS

Section 8.1 — Initial Trustee Jonathan Robert Caldwell shall serve as Trustee of the Trust during the Annuity Term. The Grantor shall serve as Trustee in his individual capacity and hereby acknowledges the fiduciary obligations, responsibilities, and duties attendant to such position under this Agreement and applicable law, including, without limitation, the duties of loyalty, prudence, and impartiality imposed by th

Section 8.2 — Successor Trustee If the Grantor is unable or unwilling to serve as Trustee at any time during the Annuity Term, or upon the Grantor's death, incapacity, resignation, or removal as Trustee during the Annuity Term, the following persons and entities shall serve as successor Trustee, in the order listed: (a) First Successor Trustee. Eleanor V. Caldwell, residing at 418 East 72nd Street, Apt. 14A, New York

Section 8.3 — Trustee Compensation The Grantor, while serving as Trustee, shall receive no compensation for his services as Trustee. Any successor individual Trustee may, but shall not be required to, receive reasonable compensation for services rendered as Trustee, in an amount not exceeding the compensation customarily charged by professional fiduciaries in the relevant jurisdiction. Any successor corporate Trustee

Section 8.4 — Trustee Liability and Indemnification No Trustee shall be liable for any loss, depreciation, or diminution in value of the Trust Estate, or for any act or omission in connection with the administration of the Trust, except for losses directly and proximately caused by the Trustee's willful misconduct, gross negligence, or bad faith. Without limiting the foregoing, no Trustee shall be liable for any decl

Section 8.5 — Bond No Trustee serving under this Agreement, whether the initial Trustee or any successor Trustee, shall be required to furnish any bond, surety, or other security in any jurisdiction for the faithful performance of the Trustee's duties, and any requirement of bond imposed by applicable law is hereby waived to the fullest extent permitted by law.

ARTICLE IX — ADMINISTRATIVE PROVISIONS

Section 9.1 — Accounting The Trustee shall maintain accurate, complete, and current records of all receipts, disbursements, investments, distributions, and other transactions of the Trust, in accordance with generally accepted accounting principles applied on a consistent basis. The Trustee shall provide an annual accounting to the Grantor (or, if the Grantor is deceased, to the duly appointed executor or administrat

Section 9.2 — Expenses All reasonable expenses of administering the Trust, including, without limitation, legal fees, accounting fees, tax preparation fees, custodial fees, brokerage commissions, investment advisory fees (including fees payable to Havensbrook Wealth Advisors LLC or its successors), transfer agent fees, and any other costs and charges properly attributable to the administration of the Trust, shall be

Section 9.3 — Situs and Governing Law The situs of the Trust shall be the State of New York, and the administration of the Trust shall be subject to the jurisdiction of the courts of the State of New York. This Agreement and the Trust created hereby shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict-of-laws principles thereof, except to the extent t

Section 9.4 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or by any administrative agency having jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and the remaining provisions shall continue in full force and effect.

Section 9.5 — Construction This Agreement shall be construed and interpreted in all respects to comply with Section 2702 of the Code and Treasury Regulation Section 25.2702-3, and to ensure that the Grantor's retained interest qualifies as a "qualified annuity interest" as defined in Treasury Regulation Section 25.2702-3(b). In the event of any ambiguity, uncertainty, or conflict between or among the provisions of th

Section 9.6 — Irrevocability This Trust is irrevocable and may not be amended, revoked, modified, or terminated by the Grantor or any other person, except as expressly provided herein or as may be required by applicable law to maintain the Trust's qualification as a grantor retained annuity trust under Section 2702 of the Code. The Grantor hereby expressly and irrevocably waives any and all rights to amend, revoke, o

Section 9.7 — Coordination with Gift Tax Return The Grantor intends to report the creation and funding of this Trust on a timely filed Federal Gift Tax Return (IRS Form 709) for the 2023 calendar year, reporting a taxable gift of zero dollars ($0.00) with respect to the remainder interest in the Trust. The preparation and filing of such return shall be coordinated with Strathmore Corporation & Greaves LLP (Martin J.

Section 9.8 — No Assignment The Grantor's right to receive annuity payments under this Agreement shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, or charge, whether voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge such right shall be void and of no effect. No creditor of the

ARTICLE X — SPENDTHRIFT AND CREDITOR PROTECTION (REMAINDER INTEREST)

Section 10.1 — Spendthrift Provision The remainder interest of the Caldwell Family Dynasty Trust in this Trust shall not be subject to the claims of creditors of the Remainder Beneficiary, the beneficiaries of the Dynasty Trust, or any other person, and shall not be subject to attachment, garnishment, execution, levy, or other legal or equitable process. No beneficiary of the Dynasty Trust shall have the power, wheth

Section 11.1 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by facsimile or electronic mail (wi

Section 11.2 — Counterparts This Agreement 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 this Agreement by facsimile or by transmission of a portable document format (PDF) image of an executed signature page shall be deemed to be an original execution and delivery for all purpose

Section 11.3 — Entire Agreement This Agreement, together with Schedule A (Initial Trust Property) and Exhibit A (Annuity Calculation Worksheet) attached hereto and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings of the parties, whethe

Section 11.4 — Headings The article and section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement. [SIGNATURE PAGE FOLLOWS] SIGNATURE PAGE TO CALDWELL 2023 SECURITIES GRAT — TRUST AGREEMENT Dated as of April 15, 2023 IN WITNESS WHEREOF, the undersigned has executed this Grantor Retained Annuit

1. The detailed listing of individual publicly traded securities contributed to the Trust, including the security name, CUSIP number, ticker symbol, number of shares, and per-share and aggregate Fair Market Value as of April 15, 2023, is set forth on the attachment to this Schedule A and is incorporated herein by reference.

2. All publicly traded securities are valued at the mean between the highest and lowest quoted selling prices on April 15, 2023 (a regular trading day on the New York Stock Exchange and the Nasdaq Stock Market), as reported on the principal exchange or market on which such securities are traded, in accordance with Treasury Regulation Section 20.2031-2.

3. No valuation discount (including, without limitation, discounts for lack of marketability, blockage, or minority interest) has been applied to any of the publicly traded securities listed herein, as such discounts are not applicable to publicly traded securities that can be freely sold on established securities markets.

4. Aggregate Fair Market Value of Initial Trust Property: $60,000,000.

5. Valuation confirmed by reference to closing market data provided by Crowne Albany Systems and verified by Havensbrook Wealth Advisors LLC as of the close of trading on April 15, 2023. EXHIBIT A ANNUITY CALCULATION WORKSHEET (For Reference Only — Not a Part of the Trust Agreement) Exhibit A to the Caldwell 2023 Securities GRAT Trust Agreement dated April 15, 2023 The following is a summary of the zeroed-out annuity