Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires:

Section 1.1 "Annuity Amount" shall mean Twenty-Nine Million Three Hundred Seventy-Five Thousand Eight Hundred Fifty-Nine Dollars ($29,375,859) per year, being the fixed annual annuity payment due to the Grantor during each year of the Annuity Term. The Annuity Amount has been calculated to zero out the taxable gift under Section 2702 of the Code using the Section 7520 Rate of 5.0% applicable for April 2023, applied t

Section 1.2 "Annuity Term" shall mean the period commencing on the date of funding of this Trust (May 1, 2023) and ending on the earlier of (a) the third (3rd) anniversary of the date of funding (May 1, 2026) or (b) the death of the Grantor prior to such third anniversary date.

Section 1.3 "Caldwell Family Dynasty Trust" or "Dynasty Trust" shall mean the irrevocable trust established by Jonathan R. Caldwell on April 1, 2023, sited in the State of Delaware, with Northgate Trust Company of Delaware, a Delaware trust company with offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, and Thomas R. Caldwell, an individual residing at 55 Perry Street, Unit 3, New York, New

Section 1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and references to any section of the Code shall include any successor provisions thereto and any applicable Treasury Regulations promulgated thereunder.

Section 1.5 "Fair Market Value" shall mean the fair market value of Trust property as determined for federal gift and estate tax purposes in accordance with the applicable provisions of the Code and Treasury Regulations, being the price at which the property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of rel

Section 1.6 "Funded Property" shall mean the membership interests in Stonecrest Realty Holdings LLC contributed to the Trust by the Grantor on the date of funding, as more particularly described in Schedule A attached hereto. The Funded Property represents approximately 59.7% of the total outstanding membership interests in Stonecrest Realty Holdings LLC, which has a total entity fair market value of One Hundred Thir

Section 1.7 "Gift Tax Value" shall mean the fair market value of the Funded Property after application of the Valuation discount, equaling Sixty Million Dollars ($60,000,000), computed as follows: $80,000,000 multiplied by (1 minus 0.25), equaling $60,000,000. The Gift Tax Value is the value that would be reported on IRS Form 709 in connection with the funding of this Trust for the 2023 tax year.

Section 1.8 "Grantor" shall mean Jonathan Robert Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021.

Section 1.9 "Payment Date" shall mean May 1 of each year during the Annuity Term, with the first Payment Date being May 1, 2024, the second Payment Date being May 1, 2025, and the third Payment Date being May 1, 2026. In the event of the Grantor's death during the Annuity Term, the Payment Date for the year of death shall be the date of death, and the Annuity Amount payable with respect to such year shall be prorated

Section 1.10 "Qualified Appraiser" shall mean Ashford Valuation Group LLC, with offices at 1120 Avenue of the Americas, Suite 3500, New York, New York 10036, Dr. Leonard K. Whitfield, ASA, Managing Partner, which firm has been retained to prepare an independent appraisal of the Funded Property as of the date of funding. Ashford Valuation Group LLC is qualified to appraise the type of property being contributed to thi

Section 1.11 "Remainder" shall mean the entire remaining balance of the Trust property after the payment of the final annuity payment under Article III of this Agreement, to be distributed to the Remainder Beneficiary upon termination of the Annuity Term, as provided in Article IV of this Agreement.

Section 1.12 "Remainder Beneficiary" shall mean the Caldwell Family Dynasty Trust, as defined in Section 1.3 of this Agreement.

Section 1.13 "Section 7520 Rate" shall mean 5.0%, being the applicable rate under Section 7520 of the Code for April 2023, the month selected for purposes of computing the present value of the Grantor's retained annuity interest. The Grantor has elected to use the rate applicable for the month immediately preceding the month in which the transfer occurs, as permitted under Section 7520(a) of the Code.

Section 1.14 "Stonecrest" or "Stonecrest Realty Holdings LLC" shall mean Stonecrest Realty Holdings LLC, a limited liability company organized and existing under the laws of the State of New York, with its principal office at 330 Madison Avenue, Suite 2401, New York, New York 10017, through which the Grantor holds interests in commercial and residential real estate properties located in the States of New York, New Je

Section 1.15 "Trustee" shall mean Jonathan Robert Caldwell, serving as Trustee during the Annuity Term. Upon the termination of the Annuity Term and the distribution of the Remainder to the Caldwell Family Dynasty Trust, the co-trustees of the Caldwell Family Dynasty Trust (Thomas R. Caldwell and Northgate Trust Company of Delaware) shall serve with respect to the Remainder in accordance with the terms of the Dynasty

Section 1.16 "Valuation discount" shall mean the twenty-five percent (25%) combined lack-of-marketability and lack-of-control discount applied to the pre-discount fair market value of the Funded Property for gift tax reporting purposes. The Valuation discount is supported by the independent appraisal prepared by Ashford Valuation Group LLC and reflects the fact that the Funded Property consists of a non-publicly trad

ARTICLE II — ESTABLISHMENT OF TRUST AND TRANSFER OF PROPERTY

Section 2.1 — Creation of Trust The Grantor hereby establishes the Caldwell 2023 Realty GRAT as an irrevocable trust and transfers, assigns, conveys, and delivers to the Trustee the property described in Schedule A attached hereto (the "Funded Property"), to be held, administered, and distributed by the Trustee in accordance with the terms and conditions of this Agreement. This Trust is irrevocable and may not be ame

Section 2.2 — Trust Property The Funded Property consists of membership interests in Stonecrest Realty Holdings LLC representing approximately 59.7% of the total outstanding membership interests in Stonecrest. The pre-discount fair market value of the Funded Property is Eighty Million Dollars ($80,000,000), as determined by the Qualified Appraiser as of the date of funding. For federal gift tax purposes, a twenty-fiv

Section 2.3 — No Additional Contributions No additional property may be contributed to the Trust after the initial funding on May 1, 2023. The Grantor shall not, and no other person shall, transfer, assign, convey, or deliver any additional assets to the Trust at any time after the date of funding. Any purported additional contribution shall be void and of no effect.

Section 2.4 — Acceptance by Trustee The Trustee hereby accepts the Funded Property and agrees to hold, administer, invest, reinvest, and distribute the Trust property in accordance with the terms and conditions of this Agreement. The Trustee acknowledges receipt of the Funded Property described in Schedule A and confirms that such property has been duly transferred to and is held in the name of the Trust. The Trustee

ARTICLE III — ANNUITY PAYMENTS TO GRANTOR

Section 3.1 — Annuity Amount During the Annuity Term, the Trustee shall pay to the Grantor a fixed annuity in the amount of Twenty-Nine Million Three Hundred Seventy-Five Thousand Eight Hundred Fifty-Nine Dollars ($29,375,859) per year (the "Annuity Amount"). The Annuity Amount shall remain fixed at this level and shall not increase or decrease during the Annuity Term. The Annuity Amount shall be payable from income

Section 3.2 — Timing of Annuity Payments The annuity payments shall be made on or before each Payment Date during the Annuity Term, as follows: (a) First Payment: The Annuity Amount of $29,375,859 shall be paid on or before May 1, 2024; (b) Second Payment: The Annuity Amount of $29,375,859 shall be paid on or before May 1, 2025; and (c) Third Payment: The Annuity Amount of $29,375,859 shall be paid on or before May 1

Section 3.3 — Form of Payment The Trustee may satisfy the Annuity Amount in cash or in kind (by distribution of Trust property other than cash), or partly in cash and partly in kind, as the Trustee in the Trustee's sole discretion shall determine. If any annuity payment is made in whole or in part through the distribution of property in kind, the fair market value of the property so distributed shall be determined as

Section 3.4 — Excess Income and Corpus Invasion If the income of the Trust for any year during the Annuity Term exceeds the Annuity Amount for such year, the excess income shall be added to and become part of the principal of the Trust. The Trustee shall have no obligation to distribute income in excess of the Annuity Amount to any person during the Annuity Term. If the income of the Trust for any year during the Ann

Section 3.5 — No Prepayment The Trustee shall not prepay any Annuity Amount before the Payment Date on which such amount is due. Each annuity payment shall be made on or before the applicable Payment Date, but not prior to the commencement of the annuity year to which it relates. No Annuity Amount may be paid before the beginning of the twelve (12)-month period to which it relates. The annuity payments may not be com

Section 3.6 — Compliance with Section 2702 The annuity interest retained by the Grantor under this Article III is intended to be a "qualified annuity interest" as defined in Treasury Regulation § 25.2702-3(b). The annuity is a fixed amount payable at least annually for a specified term of years (three years), and the Trust instrument meets all of the requirements of Treasury Regulation § 25.2702-3(d) regarding prohib

ARTICLE IV — DISPOSITION OF TRUST PROPERTY UPON TERMINATION

Section 4.1 — Termination of Annuity Term — Grantor Surviving Upon the expiration of the Annuity Term on May 1, 2026, if the Grantor survives the entire Annuity Term, the Trustee shall, promptly after making the final annuity payment required by Section 3.2(c) of this Agreement, distribute the entire remaining balance of the Trust property (the "Remainder") to the Caldwell Family Dynasty Trust. The distribution of th

Section 4.2 — Death of Grantor During Annuity Term If the Grantor dies during the Annuity Term (i.e., before May 1, 2026), the following shall occur: (a) Prorated Annuity Payment. The prorated annuity for the year of death shall be paid to the Grantor's estate. The prorated amount shall be calculated by multiplying the Annuity Amount ($29,375,859) by a fraction, the numerator of which is the number of days from the f

Section 4.3 — No Commutation The Trust may not be commuted, collapsed, or otherwise terminated prior to the expiration of the Annuity Term, except by reason of the Grantor's death as provided in Section 4.2 of this Agreement. Neither the Grantor, the Trustee, nor any beneficiary shall have the right to commute or prepay the remaining annuity payments and terminate the Trust before the end of the Annuity Term. This pr

ARTICLE V — TRUSTEE PROVISIONS

Section 5.1 — Initial Trustee Jonathan Robert Caldwell shall serve as Trustee of the Trust during the Annuity Term. The Grantor's service as Trustee is consistent with Treasury Regulation § 25.2702-3(b), which permits the grantor of a grantor retained annuity trust to serve as trustee thereof, provided that the trustee's powers and discretions do not impair the qualification of the grantor's retained interest as a "q

Section 5.2 — Successor Trustee If the Grantor is unable or unwilling to serve as Trustee during the Annuity Term, whether by reason of incapacity, resignation, removal, or any other cause, Eleanor V. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021, shall serve as successor Trustee. If Eleanor V. Caldwell is unable or unwilling to serve as successor Trustee, whether by rea

Section 5.3 — Trustee Powers The Trustee shall have all powers necessary or appropriate for the proper administration of the Trust, including but not limited to the following powers, which may be exercised without the need for court authorization or approval: (a) Membership Interest Management. To hold, manage, and vote membership interests in Stonecrest Realty Holdings LLC and to exercise all rights and privileges a

Section 5.4 — Substitution Power The Grantor hereby retains the power, exercisable in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity, to reacquire any property held in the Trust by substituting other property of equivalent value, determined as of the date of substitution. This power of substitution is specifically intended to ensure the continued treatment of the Trust

Section 5.5 — Trustee Compensation The Grantor, while serving as Trustee of this Trust, shall receive no compensation for Trustee services. The Grantor expressly waives any right to compensation for services rendered as Trustee during the Annuity Term. Any successor Trustee serving during the Annuity Term may receive reasonable compensation for Trustee services, commensurate with the services rendered and consistent

Section 5.6 — Trustee Liability and Indemnification No Trustee serving hereunder shall be personally liable for any loss or depreciation in the value of the Trust property or for any action taken or omission made in good faith in the administration of the Trust, except for losses resulting from the Trustee's willful misconduct, gross negligence, or bad faith. The Trustee shall not be liable for the acts or omissions

Section 5.7 — Accounting The Trustee shall maintain accurate and complete books and records of all Trust transactions, including all receipts, disbursements, distributions, investments, and other financial activities of the Trust. The Trustee shall provide an annual accounting to the Grantor (or to the Grantor's estate, if the Grantor is deceased) within ninety (90) days after the close of each Trust year. The Trust

Section 6.1 — Grantor Trust Status The Trust is intended to be treated as a "grantor trust" with respect to the Grantor under Sections 671 through 679 of the Code during the Annuity Term. By reason of the Grantor's retained annuity interest under Article III and the substitution power retained under Section 5.4 of this Agreement, the Grantor shall be treated as the owner of all Trust property for federal income tax p

Section 6.2 — Gift Tax Treatment The transfer of the Funded Property to this Trust on the date of funding is intended to result in a taxable gift of zero (or as close to zero as possible) by reason of the Grantor's retained qualified annuity interest under Section 2702 of the Code. The value of the Grantor's retained annuity interest, computed in accordance with the actuarial tables and methodology prescribed under S

Section 6.3 — Estate Tax Inclusion If the Grantor dies during the Annuity Term, the entire Trust property shall be includible in the Grantor's gross estate for federal estate tax purposes under Section 2036 of the Code (as property transferred by the Grantor with a retained interest) or Section 2039 of the Code (as an annuity payable to the Grantor), or under both provisions, as applicable. The Trustee and the person

Section 6.4 — Generation-Skipping Transfer Tax The Grantor acknowledges that allocation of the Grantor's exemption from the generation-skipping transfer tax ("GST exemption") under Section 2631 of the Code to the Trust during the Annuity Term is subject to the Estate Tax Inclusion Period ("ETIP") rules under Section 2642(f) of the Code. Under the ETIP rules, GST exemption cannot be effectively allocated to the Trust

Section 6.5 — Gift Tax Return Reporting The Grantor shall report the transfer of the Funded Property to this Trust on IRS Form 709 (United States Gift and Generation-Skipping Transfer Tax Return) for the 2023 tax year. The gift tax return shall be filed on or before the applicable due date (April 15, 2024, or such later date as may be obtained through a valid extension of time to file). The gift tax return shall be p

ARTICLE VII — ADMINISTRATIVE PROVISIONS

Section 7.1 — Irrevocability The Trust is irrevocable. The Grantor may not alter, amend, revoke, modify, or terminate the Trust in whole or in part, except as expressly provided in this Agreement with respect to (a) the Grantor's substitution power under Section 5.4, which permits the Grantor to reacquire Trust property by substituting property of equivalent value, and (b) administrative modifications under this Arti

Section 7.2 — Spendthrift Provisions During the Annuity Term, the Grantor's annuity interest is a fixed payment obligation of the Trust, and such annuity interest may not be assigned, transferred, pledged, hypothecated, or otherwise alienated by the Grantor, whether voluntarily or involuntarily, and shall not be subject to the claims of any creditor of the Grantor or to legal process, to the maximum extent permitted

Section 7.3 — Situs and Governing Law This Trust shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. The situs of the Trust is the State of New York, and all questions regarding the validity, construction, administration, and effect of this Agreement and the Trust created hereunder shall be determined in accordance with the laws of th

Section 7.4 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be severed from this Agreement to the minimum extent necessary. If any provision of this Agreement would, if enforced as writt

Section 7.5 — Construction to Comply with Section 2702 Notwithstanding any other provision of this Agreement, all provisions of this Agreement shall be interpreted and construed to satisfy the requirements of Section 2702 of the Code and Treasury Regulation § 25.2702-3(b), and all other applicable provisions of the Code and Treasury Regulations relating to grantor retained annuity trusts. In the event of a conflict b

Section 7.6 — No Assignment of Annuity The Grantor may not assign, pledge, hypothecate, encumber, or otherwise transfer the Grantor's annuity interest under this Trust to any person at any time during the Annuity Term. Any attempted assignment, pledge, hypothecation, encumbrance, or transfer of the Grantor's annuity interest, whether voluntary or involuntary, shall be void and of no force or effect. This restriction

Section 7.7 — Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, or when sent by certified or registered mail, return receipt requested, postage prepaid, or by recognized overnight delivery service, to the following addresses (or such othe

Section 7.8 — 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. A signed counterpart delivered by facsimile transmission or by electronic transmission in portable document format (PDF) shall be deemed an original for all purposes.

Section 7.9 — Entire Agreement This Agreement, together with Schedule A (Description of Funded Property) and Exhibit A (Annuity Payment Schedule) attached hereto and incorporated herein by reference, constitutes the entire agreement between the Grantor and the Trustee with respect to the Trust created hereunder and supersedes all prior discussions, negotiations, representations, warranties, and agreements, whether or

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR

Section 8.1 — Title to Funded Property The Grantor hereby represents and warrants that he is the sole legal and beneficial owner of the membership interests in Stonecrest Realty Holdings LLC being contributed to the Trust as the Funded Property, and that he has full right, power, and authority to transfer, assign, convey, and deliver such membership interests to the Trust. The Grantor further represents and warrants

Section 8.2 — Operating Agreement Compliance The Grantor hereby represents and warrants that the transfer of the approximately 59.7% membership interest in Stonecrest Realty Holdings LLC to the Trust has been made in full compliance with the operating agreement of Stonecrest Realty Holdings LLC, as amended to date. The Grantor further represents and warrants that no consent, approval, waiver, or authorization of any