Contract analysis

1. Introduction and Purpose of Engagement This firm, Calderwood & Harkness LLP, represents Jonathan R. Caldwell ("Mr. Caldwell" or the "Client") in connection with a comprehensive generational estate plan currently being developed and implemented on his behalf. The purpose of this letter is to set forth the scope, terms, and instructions for the engagement of Ashford Valuation Group LLC ("Ashford") as an independent

2. Valuation Standard All appraisals performed under this engagement must determine the fair market value of each asset as of the applicable valuation date specified below. The applicable standard of value is fair market value as defined under IRC § 2512 and the regulations promulgated thereunder. Specifically, Treasury Regulation § 25.2512-1 defines fair market value as follows: "The value of the property is the pri

3. Assets to Be Appraised and Relevant Valuation Dates The following sections describe each asset or category of assets to be appraised under this engagement, together with the applicable valuation date, the relevant entity and contact information, and specific appraisal instructions and considerations for each asset. (a) Stonecrest Realty Holdings LLC — Membership Interests Entity: Stonecrest Realty Holdings LLC, a

4. Summary of Valuation Dates The following table summarizes the three distinct valuation dates applicable to the assets to be appraised under this engagement, together with the corresponding GRAT to which each asset will be contributed: It is of critical importance that the appraisals reflect the precise valuation dates set forth above, as these dates correspond to the actual funding dates of the respective GRATs. T

5. Appraisal Report Requirements Each appraisal report prepared under this engagement must constitute a "qualified appraisal" within the meaning of IRC § 170(f)(11)(E) and Treasury Regulation § 1.170A-13(c)(3). To that end, each report must contain, at a minimum, the following elements: (i) A description of the property appraised in sufficient detail for a person who is not generally familiar with the type of propert

6. Access to Information and Coordination Calderwood & Harkness LLP will facilitate Ashford's access to the following sources of information and documentation in connection with the appraisal engagement: Stonecrest Realty Holdings LLC. Ashford will be given access to the following documents and information pertaining to Stonecrest, to be obtained through Robert M. Sinclair, Chief Operating Officer: • The operating ag

7. Deliverables and Timing The following deliverable schedule is requested for the appraisal engagement: Draft Appraisal Reports: Draft appraisal reports for all assets described in Section 3 above are requested to be delivered no later than May 31, 2023. Draft reports should be provided in electronic format (PDF) and should be substantially complete, including all conclusions of value, discount analyses, and support

8. Independence and Conflicts The independence and objectivity of the appraiser are essential to the validity and defensibility of the appraisals. Accordingly, Ashford Valuation Group LLC must confirm, in writing, each of the following: (a) That Ashford Valuation Group LLC and each individual appraiser assigned to this engagement are independent of Jonathan R. Caldwell, the Caldwell family (including all lineal desce

9. Fees and Expenses We request that Ashford provide a detailed fee estimate for the complete scope of work described in this letter, including a breakdown of estimated fees by asset category (Stonecrest membership interest, Fund IV LP interest, Fund V LP interest, Fund VI carried interest, and art and collectibles) and an estimate of any out-of-pocket expenses (such as travel, property inspections, subconsultant fee

10. Confidentiality All information provided to Ashford in connection with this engagement — including, without limitation, information regarding Mr. Caldwell, his assets, his financial condition, the estate plan, the identity and terms of the GRATs and other structures, and the existence and terms of this engagement — is strictly confidential. Certain of this information is protected by the attorney-client privilege

11. Engagement Confirmation To confirm Ashford's acceptance of this engagement and agreement to the terms set forth in this letter, we request that Dr. Whitfield countersign this letter in the space provided below and return a signed copy to the undersigned at the address set forth above. Alternatively, if Ashford prefers to issue its own engagement letter reflecting the scope and terms described herein, Ashford may

1. Stonecrest Realty Holdings LLC — Operating Agreement (summary)

2. Caldwell Ridgeline Capital Fund IV LP — Limited Partnership Agreement (summary)

3. Caldwell Ridgeline Capital Fund V LP — Limited Partnership Agreement (summary)

4. Caldwell Ridgeline Capital Fund VI LP — Limited Partnership Agreement (summary)

5. Art and Collectibles — Preliminary Inventory List (to follow) ACKNOWLEDGMENT AND ACCEPTANCE OF ENGAGEMENT The undersigned, on behalf of Ashford Valuation Group LLC, hereby acknowledges receipt of this letter, confirms acceptance of the appraisal engagement described herein, and agrees to perform the engagement in accordance with the terms, scope, and instructions set forth in this letter. ASHFORD VALUATION LLC By: