Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth our review and evaluation of the appraisal reports prepared by Ashford Valuation Group LLC ("Ashford"), 1120 Avenue of the Americas, Suite 3500, New York, New York 10036, under the supervision of Dr. Leonard K. Whitfield, ASA, Managing Partner. The purpose of this memorandum is to evaluate the reasonableness, methodology, and defensibility of each appraisal in light of

II. BACKGROUND AND CONTEXT A. Purpose of the Appraisals The appraisals under review were commissioned in connection with the funding of two grantor retained annuity trusts ("GRATs") established as part of Mr. Caldwell's 2023 comprehensive estate plan. Under IRC § 2702, the transfer of property to a GRAT is treated as a taxable gift to the extent that the fair market value of the property transferred exceeds the prese

III. REVIEW OF STONECREST REALTY HOLDINGS LLC MEMBERSHIP INTEREST APPRAISAL A. Subject Interest The subject of the Stonecrest appraisal is an approximate 59.7% membership interest in Stonecrest Realty Holdings LLC, contributed by Mr. Caldwell to GRAT B on May 1, 2023. Ashford determined the pre-discount fair market value of the contributed interest at $80,000,000, derived from a total entity-level value of $134,000,0

IV. REVIEW OF CALDWELL RIDGELINE CAPITAL FUND IV AND FUND V LP INTEREST APPRAISALS A. Subject Interests The subjects of the Fund IV and Fund V appraisals are Mr. Caldwell's limited partnership interests in two private equity funds managed by Caldwell Ridgeline Capital LLC: Caldwell Ridgeline Fund IV LP ("Fund IV"): A Delaware limited partnership with a 2015 vintage year. Mr. Caldwell's LP interest has a pre-discount

V. REVIEW OF CALDWELL RIDGELINE FUND VI CARRIED INTEREST APPRAISAL A. Subject Interest The subject of this appraisal is Mr. Caldwell's carried-interest position in Caldwell Ridgeline Fund VI LP ("Fund VI"), a Delaware limited partnership with a 2021 vintage year. The pre-discount fair market value of the carried interest is $12,000,000. The carried interest represents Mr. Caldwell's retained economic participation as

VI. REVIEW OF ART AND COLLECTIBLES APPRAISAL A. Subject Property The subject of this appraisal is Jonathan R. Caldwell's personal collection of art and collectibles, including paintings, sculptures, and decorative arts by established and emerging artists. The collection is held by Mr. Caldwell in his personal capacity and has not been contributed to either GRAT. The appraisal was prepared for estate plan design purpo

VII. AGGREGATE VALUATION SUMMARY The following table summarizes the appraised values and discounts for all assets covered by the Ashford appraisal reports: GRAT B — Caldwell 2023 Realty GRAT. GRAT B was funded on May 1, 2023, with the approximate 59.7% membership interest in Stonecrest Realty Holdings LLC, having a pre-discount fair market value of $80,000,000. The post-discount gift tax value of the contributed inte

VIII. QUALIFIED APPRAISAL COMPLIANCE REVIEW We have reviewed each of the four Ashford appraisal reports to confirm compliance with the "qualified appraisal" requirements set forth in Treasury Regulation § 1.170A-13(c), as applied by analogy to gift tax appraisals. Although these regulatory requirements are technically applicable only to charitable contribution deductions under IRC § 170, the IRS and the Tax Court hav

IX. RISK ASSESSMENT AND IRS AUDIT CONSIDERATIONS We have evaluated the potential IRS examination risks associated with the appraisal values and discount levels reflected in the Ashford reports. The following is our assessment of the principal areas of potential IRS challenge and our recommended protective measures. A. Potential IRS Examination Positions Stonecrest Membership Interest — 25% Combined discount. The 25%