Contract analysis

Section 1: Description of Contributed Property Nature of Property. The property contributed to the Trust consists of a membership interest in a New York limited liability company, as more particularly described below. Entity Details. The entity in which the contributed membership interest is held is described as follows: Full Legal Name: Stonecrest Realty Holdings LLC Entity Type: Limited Liability Company, organized

Section 2: Valuation of Contributed Interest 2.1 Total Entity Value The aggregate fair market value of all assets held by Stonecrest Realty Holdings LLC, as of the date of contribution (May 1, 2023), is estimated at One Hundred Thirty-Four Million Dollars ($134,000,000), based upon the appraised fair market values of the eleven (11) underlying real properties set forth in Section 3 below. This aggregate valuation ref

Section 3: Schedule of Underlying Properties Held by Stonecrest Realty Holdings LLC The following table sets forth the eleven (11) properties held by Stonecrest Realty Holdings LLC as of the date of contribution (May 1, 2023), together with the property type, location, and estimated fair market value of each property as determined by the independent appraisals prepared by Ashford Valuation Group LLC. The aggregate es

Section 4: Summary of Contributed Interest The following table provides a summary recapitulation of the key terms and values associated with the Contributed Interest described in this Schedule A: The Grantor acknowledges that the remainder beneficiary of the Trust, upon expiration of the three-year annuity term (or upon the earlier termination of the Trust in accordance with its terms), is the Caldwell Family Dynasty

Section 5: Representations and Acknowledgments The Grantor, Jonathan R. Caldwell, hereby makes the following representations and acknowledgments with respect to the Contributed Interest described in this Schedule A, each of which is true, correct, and complete as of the date of contribution:

1. Sole Ownership. The Grantor represents and warrants that, as of the date of contribution, he is the sole member and one hundred percent (100%) owner of Stonecrest Realty Holdings LLC. No other person or entity holds, or has any right to acquire, any membership interest, economic interest, or other equity interest in the Company, except for the interest transferred to the Trust as described herein.

2. Free and Clear Title. The Contributed Interest, constituting an approximate 59.7% membership interest in Stonecrest Realty Holdings LLC, is free and clear of all liens, pledges, encumbrances, security interests, options, charges, claims, and restrictions of any kind or nature whatsoever, other than entity-level non-recourse mortgage indebtedness on the underlying properties held by the Company and the transfer res

3. Due Authorization. The Grantor represents and warrants that the transfer of the Contributed Interest to the Trust has been duly authorized under the operating agreement of Stonecrest Realty Holdings LLC. Because the Grantor is the sole member of the Company as of the date immediately prior to the contribution, no consent of any other member or third party is required to effect the transfer. The Grantor, acting in

4. Qualified Appraisal. The valuation of the Contributed Interest set forth in Section 2 of this Schedule A is based upon appraisal reports prepared by Ashford Valuation Group LLC, a qualified independent appraiser within the meaning of Section 170(f)(11)(E)(ii) of the Internal Revenue Code and Treasury Regulations § 1.170A-17(b). The appraisals were performed by Dr. Leonard K. Whitfield, ASA, Managing Partner, and w

5. No Undisclosed Liabilities. To the best of the Grantor's knowledge, Stonecrest Realty Holdings LLC has no material liabilities, whether actual or contingent, other than (a) the entity-level non-recourse mortgage indebtedness encumbering certain of the underlying properties, (b) ordinary course trade payables and operating expenses, and (c) any liabilities disclosed in the financial statements and records of the Co

6. Tax Reporting. The Grantor acknowledges his obligation to report the transfer of the Contributed Interest on a timely filed federal gift tax return (IRS Form 709) for the 2023 calendar year, and to attach thereto a copy of the qualified appraisal summary (IRS Form 8283 or as otherwise required) and such other documentation as may be required by the Internal Revenue Service. Signature block IN WITNESS WHEREOF, the

§ 7520 Rate (April 2023) | 5.0% Annuity Payment | $29,375,859/year for 3 years Remainder Beneficiary | Caldwell Family Dynasty Trust