Contract analysis

ARTICLE I — DEFINITIONS For purposes of this Assignment, the following terms shall have the meanings set forth below:

Section 1.1 — "Assignor." "Assignor" means Jonathan R. Caldwell, an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021.

Section 1.2 — "Assignee." "Assignee" means Northgate Trust Company of Delaware, a Delaware trust company, with principal offices at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, acting in its capacity as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023, and any successor trustee appointed in accordance with the terms of the Trust agreement.

Section 1.3 — "Insurer" or "Company." "Insurer" or "Company" means Beacon Life Assurance Company, a Connecticut domiciled insurance company, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103, the issuer of the Policy.

Section 1.4 — "Policy." "Policy" means the Beacon Life Assurance Company second-to-die universal life insurance policy, bearing Policy Number BLA-2023-77419, insuring the joint lives of Jonathan Robert Caldwell and Eleanor Victoria Caldwell, with a death benefit of Fifteen Million Dollars ($15,000,000) and an annual premium of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), together with all riders

Section 1.5 — "Trust." "Trust" means the Caldwell Family Insurance Trust, an irrevocable trust established on March 15, 2023, by Jonathan R. Caldwell, as Grantor, with Northgate Trust Company of Delaware serving as Trustee, governed by the laws of the State of Delaware, as such trust agreement may be amended, restated, or modified from time to time in accordance with its terms.

Section 1.6 — "Effective Date." "Effective Date" means March 15, 2023, the date as of which this Assignment shall take effect.

Section 1.7 — "Code." "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. All references to specific sections of the Code shall include any corresponding provisions of any succeeding law.

Section 1.8 — "Incidents of Ownership." "Incidents of Ownership" has the meaning ascribed to such term under Section 2042 of the Code and Treasury Regulations Section 20.2042-1(c), and includes, without limitation, the right to change the beneficiary, the right to surrender or cancel the policy, the right to assign the policy, the right to pledge the policy, the right to borrow against the policy, and any other econo

ARTICLE II — ABSOLUTE ASSIGNMENT

Section 2.1 — Grant of Assignment. The Assignor hereby irrevocably and unconditionally assigns, transfers, sets over, conveys, and delivers to the Assignee, as Trustee of the Caldwell Family Insurance Trust, all of the Assignor's right, title, and interest in, to, and under the Policy, effective as of March 15, 2023. This Assignment is absolute, unconditional, and irrevocable in all respects. The Assignor intends thi

Section 2.2 — Rights Transferred. Without limiting the generality of Section 2.1, the Assignor hereby assigns, transfers, conveys, and delivers to the Assignee all rights, privileges, options, elections, powers, and incidents of ownership in and under the Policy, including, without limitation, the following: (a) The right to collect and receive all benefits, proceeds, dividends, distributions, and amounts of any kind

Section 2.3 — Effective Date. This Assignment shall be effective as of March 15, 2023. From and after the Effective Date, the Assignee shall be the sole and exclusive owner of the Policy, vested with all rights, privileges, and incidents of ownership in the Policy as fully and completely as if the Policy had been originally issued to the Assignee. The Insurer is hereby authorized and directed to recognize the Assigne

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR The Assignor hereby represents and warrants to the Assignee as follows, each of which representations and warranties is true, correct, and complete as of the Effective Date:

Section 3.1 — Ownership. The Assignor represents and warrants that he is the sole and absolute owner of the Policy and has full right, power, and authority to make this Assignment. No other person or entity has any ownership interest in the Policy, and no consent of any third party (other than the recording of the Assignment by the Insurer) is required to effectuate this Assignment.

Section 3.2 — No Prior Assignment or Encumbrance. The Assignor represents and warrants that the Policy has not been previously assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether in whole or in part, and that there are no liens, claims, charges, security interests, options, or encumbrances of any kind against the Policy or any interest therein. The Policy is free and clear of all claims and

Section 3.3 — Policy in Force. The Assignor represents and warrants that the Policy is in full force and effect as of the Effective Date. All premiums due and payable under the Policy through the Effective Date have been timely paid in full, and no default, lapse, or grace period exists under the terms of the Policy. The Policy has not been modified, amended, or altered in any manner that would impair or diminish the

Section 3.4 — No Outstanding Loans. The Assignor represents and warrants that there are no outstanding policy loans, advances, or other indebtedness of any kind against the Policy as of the Effective Date. No portion of the cash surrender value, if any, of the Policy has been borrowed against or otherwise drawn upon.

Section 3.5 — Authority. The Assignor represents and warrants that he has the legal capacity, competence, and authority to execute and deliver this Assignment and to perform all of his obligations hereunder. The execution and delivery of this Assignment by the Assignor does not and will not violate, conflict with, or result in a breach of any agreement, instrument, order, judgment, decree, law, or regulation to which

Section 3.6 — Insurance Broker. The Assignor represents and warrants that the Policy was procured through Glenmore Insurance Brokerage LLC, Attention: Nathan C. Freed, Senior Vice President, Private Client Division, located at 44 Wall Street, Suite 1200, New York, New York 10005, which served as the insurance broker in connection with the application for and issuance of the Policy. The Assignor acknowledges that Glen

ARTICLE IV — OBLIGATIONS AND COVENANTS

Section 4.1 — Relinquishment of All Rights. The Assignor hereby irrevocably relinquishes, surrenders, and releases all rights, powers, privileges, options, elections, and incidents of ownership in and to the Policy, effective as of the Effective Date. The Assignor shall retain no reversionary interest, contingent interest, or other interest of any kind in the Policy or in the proceeds thereof. From and after the Effe

Section 4.2 — Further Assurances. The Assignor covenants and agrees that he shall, at any time and from time to time after the Effective Date, upon the reasonable request of the Assignee, the Insurer, or any governmental authority, execute and deliver such additional instruments, documents, endorsements, forms, applications, and other writings, and take such further actions, as may be reasonably necessary or desirabl

Section 4.3 — Premium Payments. From and after the Effective Date, the Assignee, as Trustee of the Caldwell Family Insurance Trust, shall be solely responsible for the timely payment of all premiums due and payable under the Policy, including, without limitation, the annual premium of One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500). The Assignor acknowledges that he shall have no obligation to pay p

Section 4.4 — Cooperation with Insurer. The Assignor covenants and agrees that he shall fully cooperate with the Assignee and the Insurer in connection with the processing, recording, and effectuation of this Assignment, including, without limitation, executing any forms, applications, endorsements, or other documents that Beacon Life Assurance Company may require in connection with the change of ownership and benefi

ARTICLE V — BENEFICIARY DESIGNATION

Section 5.1 — Change of Beneficiary. Simultaneously with the execution of this Assignment, the Assignee, as the new owner of the Policy, shall file a change of beneficiary form (or such other form as may be required by the Insurer) with Beacon Life Assurance Company designating the Caldwell Family Insurance Trust dated March 15, 2023 as the sole primary beneficiary of the Fifteen Million Dollar ($15,000,000) death be

Section 5.2 — Irrevocable Beneficiary Designation. The beneficiary designation under the Policy shall be subject to the terms, provisions, and conditions of the Trust agreement dated March 15, 2023. The Trustee, as the sole owner of the Policy from and after the Effective Date, shall have the exclusive right to change, modify, or revoke beneficiary designations under the Policy in accordance with and as permitted by

Section 6.1 — Estate Tax Intent. The Assignor and the Assignee acknowledge and agree that this Assignment is intended to accomplish the removal of the Policy and all death benefit proceeds thereof from the Assignor's gross estate for purposes of the federal estate tax under Section 2042 of the Code. The Assignor intends, by executing this Assignment, to divest himself of each and every incident of ownership (as such

Section 6.2 — Gift Tax Reporting. The Assignor acknowledges that this Assignment may constitute a taxable gift for purposes of Chapter 12 of the Code (federal gift tax) to the extent that the fair market value of the Policy (which, for a newly issued policy, is generally measured by reference to the cash surrender value, if any, or the interpolated terminal reserve value of the Policy, plus any unearned premiums) on

Section 6.3 — No Tax Advice by Insurer. The Assignor and the Assignee acknowledge and agree that the Insurer, Beacon Life Assurance Company, provides no tax advice, legal advice, or estate planning advice in connection with this Assignment or any transaction contemplated hereby. The Insurer has made no representation or warranty, express or implied, regarding the tax consequences of this Assignment. The Assignor has

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law. This Assignment shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with the situs of the Caldwell Family Insurance Trust. To the extent any provision of this Assignment is governed by the laws of the state of domicile of the Insurer or by federal law, such laws sha

Section 7.2 — Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Assignor and the Assignee, and their respective heirs, executors, administrators, personal representatives, successors, and assigns. This Assignment shall also be binding upon the Insurer upon its receipt and recording of this Assignment on its books and records. The Insurer shall be fully protected in recognizing and

Section 7.3 — Entire Agreement. This Assignment, together with the exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the Assignor and the Assignee with respect to the assignment and transfer of the Policy and supersedes all prior negotiations, discussions, understandings, agreements, representations, and warranties, whether oral or written, between the parties wit

Section 7.4 — Severability. If any provision of this Assignment, or the application thereof to any person, entity, or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Assignment shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed and construed so that it

Section 7.5 — Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Assignment by facsimile or electronic transmission (including portable document format (.pdf)) shall be deemed to be, and shall have the same legal effect as, execution and delivery of

Section 7.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by certified or registered United States mail (postage prepaid, return receipt requested), when sent by nationally recognized overnight courier service, or when transmitted by electroni

Section 7.7 — Headings. The section and article headings contained in this Assignment are inserted for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Assignment. IN WITNESS WHEREOF, the Assignor and the Assignee have executed this Absolute Assignment of Life Insurance Policy as of the date first written above. ASSIGNOR: ______________________________

Section 1 — Notice of Assignment The undersigned Assignor and Assignee hereby notify Beacon Life Assurance Company (the "Company") that Jonathan R. Caldwell (the "Assignor") has irrevocably assigned, transferred, and conveyed all of his right, title, and interest in and to the second-to-die universal life insurance policy bearing Policy Number BLA-2023-77419 (the "Policy"), insuring the lives of Jonathan Robert Caldw

Section 2 — Change of Beneficiary Request In connection with the foregoing assignment, the undersigned Assignee, as the new owner of the Policy, hereby requests that the Company change the primary beneficiary under the Policy as follows: Primary Beneficiary: Caldwell Family Insurance Trust dated March 15, 2023, Northgate Trust Company of Delaware, Trustee. Contingent Beneficiary: As directed by the Trustee from time

Section 3 — Representations to the Company The Assignor represents and warrants to the Company that the Policy is free and clear of all liens, claims, encumbrances, prior assignments, pledges, and security interests, that there are no outstanding policy loans or other indebtedness against the Policy, and that there are no prior unrecorded assignments of the Policy or any interest therein. The Assignee, as the new own

Section 4 — Assignor Signature (for Insurer's Records) ________________________________________ Jonathan R. Caldwell Assignor / Former Owner Date: March 15, 2023

Section 5 — Assignee Signature (for Insurer's Records) NORTHGATE TRUST COMPANY OF DELAWARE, as Trustee of the Caldwell Family Insurance Trust dated March 15, 2023 By: ________ Name: Philip A. Rossiter Title: Senior Vice President, Trust Administration Date: March 15, 2023

Section 6 — Company Acknowledgment (To be completed by Beacon Life Assurance Company) Beacon Life Assurance Company hereby acknowledges receipt of the foregoing Absolute Assignment of Policy No. BLA-2023-77419 and has recorded said assignment on its books and records effective as of ____. The Company further acknowledges the change of owner and beneficiary as set forth above and confirms that, from and after the effe

1. Northgate Trust Company of Delaware (Assignee) Attn: Philip A. Rossiter, SVP, Trust Administration 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

2. Jonathan R. Caldwell (Former Owner / Assignor) 418 East 72nd Street, Apt. 14A New York, New York 10021

3. Calderwood & Harkness LLP (Assignor's Counsel) Attn: Monica Reyes 375 Park Avenue, 42nd Floor New York, New York 10152 Ref: Matter No. 1034-00004, Billing Code 78412-JRC — End of Document — Item | Detail Insurer | Beacon Life Assurance Company, 100 Constitution Plaza, Hartford, Connecticut 06103 Policy Number | BLA-2023-77419 Policy Type | Second-to-Die Universal Life Insurance Insured Lives | Jonathan Robert Cald