Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Annuity Amount" shall mean the sum of Thirteen Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty-Nine Dollars ($13,953,759) per year, payable to the Grantor for each year of the Annuity Term in accordance with the provisions of Article III of this Agreement. (b) "Annuity Term" shall mea

Section 1.2 — Construction The following rules of construction shall apply to this Agreement: (a) References to "Articles" and "Sections" are to Articles and Sections of this Agreement, unless otherwise specified. (b) Terms defined in the Code or the Treasury Regulations promulgated thereunder shall have the same meaning when used in this Agreement, unless a different meaning is expressly set forth herein or unless t

ARTICLE II — CREATION AND FUNDING OF TRUST

Section 2.1 — Establishment of Trust The Grantor hereby creates an irrevocable trust known as the "Caldwell 2023 Carried Interest GRAT" (also referred to herein as "GRAT C"). This Trust is irrevocable and may not be amended, revoked, or terminated by the Grantor or any other person, except as expressly provided in this Agreement. The Grantor expressly and irrevocably relinquishes all right, title, and interest in the

Section 2.2 — Initial Trust Property (Schedule A) The Trust is funded with limited partnership interests and a carried-interest position in private equity funds managed by Caldwell Ridgeline Capital LLC, a Delaware limited liability company with its principal office at 280 Park Avenue, 35th Floor, New York, New York 10017 (Gregory S. Fenton, Chief Financial Officer). The specific assets constituting the Initial Trust

Section 2.3 — Acceptance by Trustee The Trustee hereby accepts the Trust created by this Agreement and acknowledges and accepts the fiduciary duties and responsibilities imposed upon the Trustee by this Agreement and by applicable law, including the laws of the State of New York governing the administration of trusts. The Trustee acknowledges receipt of the Initial Trust Property described on Schedule A and agrees to

Section 2.4 — No Additional Contributions No additional property shall be contributed, transferred, assigned, or delivered to this Trust by the Grantor or by any other person after the Funding Date. This restriction on additional contributions is imposed in accordance with the requirements of Treasury Regulation Section 25.2702-3(b), which provides that a GRAT may not receive additional contributions after the initia

ARTICLE III — ANNUITY PAYMENTS

Section 3.1 — Annuity Amount During the Annuity Term, the Trustee shall pay to the Grantor a fixed annuity in the amount of Thirteen Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty-Nine Dollars ($13,953,759) per year (the "Annuity Amount"). The Annuity Amount is a fixed dollar amount and shall be payable for each year of the Annuity Term in accordance with the schedule set forth in Schedule B attached h

Section 3.2 — Timing of Annuity Payments The Annuity Amount shall be paid to the Grantor on or before the anniversary of the Funding Date in each year of the Annuity Term, as follows: (a) First Annuity Payment. The first annuity payment of Thirteen Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty-Nine Dollars ($13,953,759) shall be due and payable on June 1, 2024, being the first anniversary of the Fundi

Section 3.3 — Form of Annuity Payments The Annuity Amount may be satisfied by payment in cash, by distribution of property in kind, or by a combination of cash and property in kind, at the Trustee's discretion. If the Annuity Amount is paid in whole or in part by distribution of property in kind, the fair market value of the property so distributed shall be determined as of the date of distribution, and the amount cr

Section 3.4 — Annuity Amount Not Subject to Adjustment The Annuity Amount is a fixed dollar amount and shall not be increased, decreased, or otherwise adjusted based on the income, appreciation, depreciation, performance, or value of the Trust Estate in any year of the Annuity Term, except as provided in Section 3.6 of this Agreement (relating to adjustments resulting from a final redetermination of the fair market v

Section 3.5 — Payment Exclusively to Grantor The Annuity Amount shall be payable solely and exclusively to the Grantor, Jonathan Robert Caldwell, and to no other person during the Annuity Term. No distribution of income or principal of the Trust Estate shall be made to any person other than the Grantor during the Annuity Term, whether by the Trustee or by any other person. This restriction is imposed in accordance wi

Section 3.6 — Incorrect Valuations If the fair market value of the Initial Trust Property as finally determined for federal gift tax purposes (whether by agreement between the Grantor and the Internal Revenue Service, by judicial determination, by settlement, or by any other final and binding determination) differs from the fair market value reported by the Grantor on his federal gift tax return (Form 709) for the 20

Section 4.1 — Annuity Term The Annuity Term shall commence on June 1, 2023 (the Funding Date) and shall terminate on the earlier of: (a) May 31, 2026 (being the third anniversary of the Funding Date, representing a three-year Annuity Term); or (b) the death of the Grantor, Jonathan Robert Caldwell, during the Annuity Term. Upon the termination of the Annuity Term, the Trust shall be administered and distributed in ac

Section 4.2 — Effect of Grantor's Death During Annuity Term If the Grantor dies during the Annuity Term, the Annuity Term shall terminate immediately upon the date of the Grantor's death, and the following provisions shall apply: (a) Estate Tax Inclusion. The entire Trust Estate, as of the date of the Grantor's death, shall be includible in the Grantor's gross estate for federal estate tax purposes under IRC § 2036(a

Section 4.3 — Prohibition on Commutation or Prepayment The Grantor's annuity interest may not be commuted, prepaid, or otherwise accelerated during the Annuity Term, whether in whole or in part. The Trustee shall not have the power to prepay, commute, or accelerate the Annuity Amount or any portion thereof. No person shall have the power to convert the Grantor's annuity interest into a lump-sum payment, a series of a

ARTICLE V — REMAINDER DISTRIBUTION

Section 5.1 — Distribution of Remainder Upon the expiration of the Annuity Term, and provided that the Grantor has survived the entire Annuity Term, the Trustee shall, as soon as administratively practicable following the payment of the final annuity installment on June 1, 2026, distribute the entire remaining Trust Estate (after satisfaction of the final annuity payment and payment of all outstanding expenses of Tru

Section 5.2 — Contingent Remainder Beneficiaries In the event that the Caldwell Family Dynasty Trust is not then in existence, has been terminated, dissolved, or is otherwise unable to receive distributions for any reason at the time of the remainder distribution, the Trustee shall distribute the remaining Trust Estate in equal shares to the Grantor's then-living children, as follows: (a) Thomas R. Caldwell, residing

Section 5.3 — Manner of Distribution Distributions of the remainder interest under this Article V may be made in cash, in kind (by distribution of Trust assets in their then-existing form), or partly in cash and partly in kind, at the Trustee's discretion. If any distribution is made in kind, the assets so distributed shall be valued at their fair market value as of the date of distribution, determined by qualified a

ARTICLE VI — GRANTOR TRUST STATUS

Section 6.1 — Grantor Trust This Trust is intended to be treated as a grantor trust with respect to the Grantor under IRC §§ 671 through 679 during the entire Annuity Term and for so long as the Trust remains in existence, to the extent provided by law. The Grantor shall be treated as the owner of the entire Trust Estate for federal (and, to the extent applicable, state and local) income tax purposes. Accordingly, al

Section 6.2 — Grantor Trust Powers To ensure that the Trust is treated as a grantor trust with respect to the Grantor under the provisions of IRC §§ 671 through 679 during the Annuity Term and thereafter, the Grantor retains the following power, which shall be exercisable in a non-fiduciary capacity and without the approval or consent of any other person: (a) Substitution Power. The power to reacquire any asset of th

Section 6.3 — Tax Identification During such time as the Trust is treated as a grantor trust with respect to the Grantor under IRC §§ 671 through 679, the Trust shall use the Grantor's Social Security number (XXX-XX-4781) as its taxpayer identification number for all federal, state, and local tax reporting purposes. Upon the termination of grantor trust status (if applicable), the Trustee shall obtain a separate empl

ARTICLE VII — POWERS AND DUTIES OF TRUSTEE

Section 7.1 — General Powers The Trustee shall have all powers granted to trustees under applicable New York law, including the New York Estates, Powers and Trusts Law, and in addition thereto, the Trustee shall have the following specific powers, to be exercised in the Trustee's discretion and in a fiduciary capacity, subject to the limitations set forth in Section 7.4 of this Agreement: (a) To hold, manage, invest,

Section 7.2 — Substitution Power The Grantor retains the power, exercisable in a non-fiduciary capacity and without the approval or consent of any other person, to reacquire any asset of the Trust Estate by substituting other property of equivalent fair market value, determined as of the date of substitution. This power is retained pursuant to IRC § 675(4)(C) to ensure the continued treatment of the Trust as a granto

Section 7.3 — Investment Standard The Trustee shall invest and manage the Trust Estate as a prudent investor would, in accordance with the Prudent Investor Act of the State of New York (N.Y. EPTL § 11-2.3), taking into consideration the following factors: the limited duration of the Trust (a three-year Annuity Term); the nature of the Trust assets (illiquid limited partnership interests and carried-interest positions

Section 7.4 — Limitations on Trustee Powers Notwithstanding any other provision of this Agreement, the Trustee shall not: (a) Make any distribution of income or principal of the Trust Estate to any person other than the Grantor during the Annuity Term, except for the distribution of the remainder interest to the Remainder Beneficiary upon the termination of the Annuity Term in accordance with Article V; (b) Commute,

Section 7.5 — Trustee Compensation The Trustee, Jonathan Robert Caldwell, shall serve without compensation during the Annuity Term. Any successor trustee appointed under Article IX of this Agreement shall be entitled to receive reasonable compensation for services rendered in the administration of the Trust, which compensation shall be payable from the Trust Estate. If the successor trustee is a corporate trustee, su

Section 7.6 — Exculpation The Trustee shall not be personally liable for any loss or depreciation in value of the Trust Estate, or for any act or omission in the administration of the Trust, except in cases of willful misconduct, gross negligence, or bad faith. The Trustee shall not be liable for any action taken in good faith reliance upon the advice of legal counsel, tax advisors, accountants, appraisers, or other

ARTICLE VIII — ADMINISTRATIVE PROVISIONS

Section 8.1 — Accounting The Trustee shall maintain complete and accurate books and records of all transactions relating to the Trust Estate, including all receipts, disbursements, investments, distributions, annuity payments, and changes in the composition or value of the Trust Estate. The Trustee shall render an annual accounting to the Grantor during the Annuity Term, setting forth in reasonable detail the assets

Section 8.2 — Tax Reporting During the Annuity Term and for so long as the Trust is treated as a grantor trust under IRC §§ 671 through 679, the Grantor shall report all items of income, gain, loss, deduction, and credit attributable to the Trust Estate on the Grantor's personal federal and state income tax returns. The Trust shall not file a separate federal income tax return (Form 1041) during the grantor trust per

Section 8.3 — Expenses All reasonable and necessary expenses of Trust administration, including but not limited to appraisal fees, legal fees, accounting fees, tax return preparation fees, filing fees, and any management fees, incentive allocation charges, or other fees payable to Caldwell Ridgeline Capital LLC or its affiliates in connection with the limited partnership interests and carried-interest positions held

Section 8.4 — Situs and Governing Law The situs of this Trust is the State of New York. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including the New York Estates, Powers and Trusts Law and the New York Surrogate's Court Procedure Act, without regard to the conflict-of-laws principles thereof. Any action or proceeding arising out of or relating to this Agree

Section 8.5 — Irrevocability This Trust is irrevocable. The Grantor hereby expressly and irrevocably relinquishes all power to alter, amend, revoke, or terminate this Trust, in whole or in part, except as expressly provided in this Agreement. The Grantor's retained interests in the Trust are limited to (i) the right to receive the Annuity Amount during the Annuity Term as provided in Article III, (ii) the substitutio

Section 8.6 — Severability If any provision of this Agreement, or the application of any provision to any person or circumstance, 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 deemed modified to the minimum extent necessary to make

Section 8.7 — Spendthrift Provision No interest of any beneficiary of this Trust (including the remainder interest of the Caldwell Family Dynasty Trust and any contingent remainder interest of the Grantor's children or their issue) in the income or principal of the Trust Estate shall be subject to voluntary or involuntary assignment, alienation, pledge, attachment, garnishment, execution, levy, or the claims of credi

ARTICLE IX — SUCCESSOR TRUSTEE

Section 9.1 — Vacancy If the Grantor ceases to serve as Trustee during the Annuity Term for any reason, including death, disability (as determined by two licensed physicians), resignation (upon thirty (30) days' prior written notice), or removal (by a court of competent jurisdiction), the following persons or entities shall serve as successor Trustee in the order set forth below: (a) First Successor Trustee: Eleanor

Section 9.2 — Acceptance of Successor Trustee Any successor Trustee designated under Section 9.1 shall serve upon written acceptance of the trusteeship, delivered to the Grantor (if living) and to the Remainder Beneficiary (or its co-trustees). Upon acceptance, the successor Trustee shall have all the rights, powers, authorities, and duties of the original Trustee under this Agreement, and shall be bound by all terms

Section 9.3 — Trustee Upon Termination Upon the expiration of the Annuity Term, if the Grantor has survived the Annuity Term and the Trust Estate is to be distributed to the Caldwell Family Dynasty Trust as the Remainder Beneficiary, the Trustee shall distribute the remaining Trust Estate to the co-trustees of the Dynasty Trust (Thomas R. Caldwell and Northgate Trust Company of Delaware) in accordance with Article V

ARTICLE X — GST AND TRANSFER TAX PROVISIONS

Section 10.1 — Generation-Skipping Transfer Tax The Grantor acknowledges that, during the Annuity Term, this Trust is subject to the estate tax inclusion period ("ETIP") rules under IRC § 2642(f). Under the ETIP rules, no allocation of the Grantor's generation-skipping transfer ("GST") tax exemption may be made to this Trust during the ETIP, because the Trust Estate would be included in the Grantor's gross estate und

Section 10.2 — Gift Tax This Trust is designed as a zeroed-out GRAT. The Annuity Amount of Thirteen Million Nine Hundred Fifty-Three Thousand Seven Hundred Fifty-Nine Dollars ($13,953,759) per year has been calculated so that the present value of the Grantor's retained annuity interest, determined under IRC § 7520 using the applicable rate of 5.0% for May 2023, equals the fair market value of the Initial Trust Proper

Section 10.3 — Estate Tax Inclusion During the Annuity Term, the Trust Estate is includible in the Grantor's gross estate under IRC § 2036(a)(1) if the Grantor dies during the Annuity Term, because the Grantor has retained the right to receive the Annuity Amount from the Trust Estate for a period that has not expired before the Grantor's death. If the Grantor survives the entire Annuity Term, the remainder interest p

Section 11.1 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) sent by certified or registered mail, return receipt requested, postage prepaid, or (iii) sent by nationally recognized overnight courier service, to the parties at the following addresses (

Section 11.2 — Entire Agreement This Agreement, together with Schedule A (Initial Trust Property) and Schedule B (Annuity Payment Schedule) attached hereto, constitutes the entire agreement between the Grantor and the Trustee with respect to the creation and administration of the Trust, and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject

Section 11.3 — Headings The Article and Section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

Section 11.4 — 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 of this Agreement by facsimile or electronic signature shall be deemed to constitute original execution for all purposes.

Section 11.5 — Compliance with IRC § 2702 This Agreement shall be construed and administered at all times in a manner consistent with the requirements of IRC § 2702 and the Treasury Regulations promulgated thereunder, including Treasury Regulation Section 25.2702-3 (relating to qualified annuity interests). The Grantor and the Trustee intend that the Grantor's retained annuity interest constitute a "qualified interes

Section 11.6 — Transfer Restrictions The Grantor acknowledges that the limited partnership interests in Caldwell Ridgeline Fund IV LP and Caldwell Ridgeline Fund V LP and the carried-interest position in Caldwell Ridgeline Fund VI LP may be subject to transfer restrictions under the respective partnership agreements governing such funds, including restrictions on assignment, requirements for general partner consent,