Contract analysis

I. Introduction and Purpose This letter transmits materials prepared by Calderwood & Harkness LLP ("C&H") in connection with the preparation and filing of the 2023 United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709) for our mutual client, Jonathan Robert Caldwell (date of birth: March 14, 1956; Social Security Number ending in 4781; residence: 418 East 72nd Street, Apt. 14A, New York, New

II. Summary of 2023 Reportable Transfers The following is a comprehensive summary of all transfers made by Mr. Caldwell during the 2023 calendar year that are reportable on the 2023 Form 709. We have organized these transfers by category for ease of reference. A. Zeroed-Out Grantor Retained Annuity Trusts (GRATs) During the spring of 2023, Mr. Caldwell created and funded three separate Grantor Retained Annuity Trusts

1. GRAT A — Caldwell 2023 Securities GRAT. Date Funded: April 15, 2023 Corpus: A diversified portfolio of publicly traded equity and fixed-income securities with an aggregate fair market value on the funding date of $60,000,000. A complete list of the funded securities is set forth in Schedule A to the GRAT A Trust Agreement (enclosed as part of Enclosure 7). GRAT Term: Two (2) years, commencing April 15, 2023 and te

2. GRAT B — Caldwell 2023 Realty GRAT. Date Funded: May 1, 2023 Corpus: Membership interests in Stonecrest Realty Holdings LLC ("Stonecrest"), a Delaware limited liability company engaged in the ownership, management, and operation of commercial real estate assets. Mr. Caldwell transferred membership interests representing an approximate 59.7% interest in Stonecrest to GRAT B on the funding date. Pre-discount Fair Ma

3. GRAT C — Caldwell 2023 Carried Interest GRAT. Date Funded: June 1, 2023 Corpus: Limited partnership interests and carried-interest positions in three investment funds managed by Caldwell Ridgeline Capital LLC ("CRC"), specifically: • Fund IV LP Interest: Fair market value of $12,000,000 (pre-discount). A combined discount of 35% for lack of marketability and lack of control was applied, resulting in a post-discoun

2. Katherine C. Hartfield (daughter)

3. Olivia G. Caldwell (daughter) Crummey Withdrawal Right: Each beneficiary is entitled to withdraw up to $5,000 per calendar year upon notice of a contribution to the ILIT. Crummey withdrawal notices were timely sent to all three beneficiaries in connection with the 2023 premium payment. Copies of the template Crummey withdrawal notices are available upon request and are enclosed as part of Enclosure 9. Annual Exclu

III. Enclosed Materials and Transmittal Schedule The following materials are enclosed with this letter for your review and use in preparing and finalizing the 2023 Form 709 for Mr. Caldwell. Please confirm receipt of all items listed below. Enclosure 1: Draft Form 709 — 2023 Draft United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709) for Jonathan R. Caldwell, calendar year 2023. This draft w

IV. Specific Requests for Strathmore Corporation & Greaves LLP We respectfully request that W&G undertake the following actions and provide the indicated confirmations in connection with the preparation and filing of the 2023 Form 709. A. Review and Verification We request that W&G conduct a thorough review of the enclosed draft Form 709 for accuracy and completeness, including but not limited to the following:

1. Prior Taxable Gifts. Please verify the cumulative prior taxable gifts of $6,750,000 reflected on Schedule B of the draft return against W&G's records and previously filed returns. If W&G's records reflect a different cumulative total, please advise us immediately so that we may reconcile any discrepancy. 2. 2022 AGI Verification. Please confirm Mr. Caldwell's 2022 adjusted gross income of $22,500,000 (as used in e

3. Gift Amounts and Valuations. Please cross-check all gift amounts, valuation figures, and discount percentages reported on the draft Form 709 against the enclosed Ashford Valuation Group LLC appraisal reports. We request that W&G confirm that the figures on the return are consistent with the appraisal conclusions and that no transcription errors exist.

4. General Accuracy. Please review all other aspects of the draft return, including the computation of the tentative gift tax, the application of the unified credit, and the GST tax computation, for mathematical accuracy and compliance with current IRS forms and instructions. B. Valuation and discount Review We request that W&G independently evaluate the valuation conclusions set forth in the Ashford Valuation Group

1. The 25% combined discount for lack of marketability and lack of control applied to the Stonecrest Realty Holdings LLC membership interests transferred to GRAT B.

2. The 35% combined discount for lack of marketability and lack of control applied to the Caldwell Ridgeline Capital Fund IV and Fund V limited partnership interests transferred to GRAT C.

3. The 30% discount applied to the Caldwell Ridgeline Capital Fund VI carried interest transferred to GRAT C. C&H has reviewed these discount levels and is comfortable that they are defensible and within the range of accepted practice. Our review memorandum (Enclosure 4) provides a detailed analysis. However, as the return preparers, W&G must independently satisfy itself regarding these positions. If W&G has any ques

1. Dynasty Trust Allocation. Please confirm that W&G agrees with the proposed allocation of $5,000,000 of Mr. Caldwell's GST exemption to the initial $5,000,000 cash funding of the Caldwell Family Dynasty Trust, producing an inclusion ratio of zero with respect to this initial funding.

2. ETIP — No Allocation to GRAT Remainders. Please confirm that W&G will not allocate any GST exemption to the GRAT remainder interests at this time, in accordance with the ETIP rules under IRC § 2642(f). GST exemption allocation to the GRAT remainders will be required in future years upon termination of each GRAT annuity term, at which point the remainder interests pour into the Dynasty Trust.

3. Additional Considerations. Please flag any additional GST exemption allocation considerations that W&G believes should be addressed on the 2023 Form 709 or in connection with future filings. D. Spousal Gift-Splitting / Eleanor's Return We request W&G's guidance and coordination on the following issues relating to spousal gift-splitting and Eleanor V. Caldwell's return:

1. Gift-Splitting Election. Please advise whether Jonathan and Eleanor will elect to split gifts under IRC § 2513 for the 2023 tax year. If gift-splitting is elected, all gifts made by either spouse during the year will be treated as made one-half by each spouse, which will affect the reporting of the Dynasty Trust gift, the ILIT premium gifts, and potentially the GRAT fundings on both Jonathan's and Eleanor's Forms

2. Eleanor's Foundation Contribution. Eleanor V. Caldwell's $5,000,000 share of the Foundation contribution should be reported on her own Form 709 (Eleanor's SSN last four: 6203). This matter should be coordinated with Rachel F. Dunlap at Pemberton, Locke & Strauss LLP, who serves as Eleanor's independent counsel for estate planning purposes.

3. Cross-Coordination. To the extent that gift-splitting or spousal coordination issues affect the reporting on Jonathan's Form 709, please advise C&H promptly so that we may adjust the draft return accordingly. E. Filing Timeline

1. Due Date. The Form 709 for the 2023 calendar year is due on April 15, 2024, or as extended by the filing of a timely extension request.

2. Extension. Please confirm whether W&G intends to file an extension of time to file the 2023 Form 709. If an extension will be filed, please advise C&H of the extended due date.

3. Finalization Deadline. We respectfully request that W&G finalize the draft Form 709 no later than March 15, 2024. This will allow adequate time for C&H to conduct a final review of the completed return before filing, and will ensure that any remaining issues can be resolved well in advance of the April 15, 2024 due date (or extended due date).

4. Income Tax Return Coordination. We note that Mr. Caldwell's federal income tax return for the 2023 tax year (to be prepared by W&G) will need to coordinate the charitable deduction for the Foundation contribution, including the application of the 30% AGI limitation and any carryforward computation. Please ensure that the gift tax return and the income tax return are consistent in their reporting of the Foundation

V. Key Contact Information For your reference, the following individuals are available to address questions that may arise during the preparation and finalization of the 2023 Form 709: Tax Structuring and Analysis: Sylvia Hartwell Specialist Partner, Tax Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152 Telephone: (212) 506-7150 Email: shartwell@calderwoodharkness.com Estate Plan Structur

VI. Confidentiality and Privilege Notation This letter and all enclosed materials contain confidential client information and are transmitted pursuant to the existing confidentiality and coordination arrangements between Calderwood & Harkness LLP and Strathmore Corporation & Greaves LLP in connection with the estate planning engagement for Jonathan R. Caldwell. The enclosed materials are protected by the attorney-cli

VII. Closing We greatly appreciate your firm's continued collaboration throughout the estate planning engagement for Mr. Caldwell. The complexity and scope of the 2023 transfers underscore the importance of close coordination between our firms, and we are grateful for the consistently high quality of W&G's work in the preparation and filing of Mr. Caldwell's tax returns. Please acknowledge receipt of this letter and

1. Draft Form 709 — 2023 (Jonathan R. Caldwell)

2. GRAT Annuity Computation Worksheets (GRATs A, B, and C)

3. Ashford Valuation Group LLC Appraisal Reports (Stonecrest; CRC Fund IV; CRC Fund V; CRC Fund VI)

4. C&H Review Memorandum — Ashford Appraisal Reports (dated June 20, 2023)

5. GST Exemption Allocation Schedules

6. Foundation Contribution Documentation (Contribution Agreement; IRS Determination Letter; Certificate of Incorporation)

7. GRAT Trust Agreements and Schedules A (GRATs A, B, and C)

8. Caldwell Family Dynasty Trust Agreement and Schedule A

9. Caldwell Family Insurance Trust Agreement, Crummey Notices, and Beacon Life Policy Summary

10. Lifetime Gift Tax Exemption Tracking Summary Item | Amount 2023 lifetime gift tax exemption (applicable exclusion amount) | $12,920,000 Less: Prior taxable gifts (cumulative, from prior Forms 709) | ($6,750,000) Remaining exemption before 2023 plan | $6,170,000 Less: 2023 Dynasty Trust gift | ($5,000,000) Less: 2023 ILIT premium (portion applied against exemption) | ($136,500) Less: GRAT A funding gift | $0 (zero