Contract analysis

Section 1.1 — Defined Terms As used in this Trust Agreement, the following terms shall have the meanings ascribed to them below: (a) "Annual Exclusion Amount" shall mean the amount excludable from taxable gifts under Section 2503(b) of the Code, as adjusted for inflation under Section 2503(b)(2) of the Code. For the calendar year 2023, the Annual Exclusion Amount is Seventeen Thousand Dollars ($17,000) per donee. (b)

Section 1.2 — Construction The following rules of construction shall apply to this Trust Agreement: (a) The headings and captions used in this Trust Agreement are inserted for convenience of reference only and shall not be construed to define, limit, or describe the scope or intent of any provision hereof. (b) As used herein, the singular shall include the plural and the plural shall include the singular, and the mas

ARTICLE II — CREATION OF TRUST; IRREVOCABILITY

Section 2.1 — Establishment The Grantor hereby establishes the Caldwell Family Insurance Trust, effective as of March 15, 2023. The Grantor hereby transfers, assigns, conveys, and delivers to the Trustee the initial trust property described in Schedule A attached hereto and incorporated herein by reference, to be held, administered, and distributed by the Trustee in accordance with the terms and conditions of this Tr

Section 2.2 — Irrevocability This Trust is irrevocable. The Grantor hereby relinquishes all right, title, and interest in and to the trust property, including but not limited to all cash, insurance policies, investment assets, and other property of any kind at any time held by the Trustee under this Trust Agreement. The Grantor hereby relinquishes all right, power, and authority to alter, amend, modify, revoke, or te

Section 2.3 — Trust Situs The situs of the Trust shall be the State of Delaware. The Trust shall be administered in the State of Delaware under the supervision of the Trustee at its principal Delaware offices located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801. The Grantor has selected Delaware as the trust situs to take advantage of the favorable trust laws of the State of Delaware, including

ARTICLE III — TRUST PROPERTY; INSURANCE POLICY

Section 3.1 — Initial Trust Property The Grantor has transferred, assigned, conveyed, and delivered to the Trustee, as of the date of this Trust Agreement, the property described in Schedule A attached hereto and incorporated herein by reference, consisting of the absolute assignment of the Beacon Life Assurance Company second-to-die universal life insurance Policy No. BLA-2023-77419, with a death benefit of Fifteen

Section 3.2 — Policy Details The details of the Policy held by the Trust as of the date of this Trust Agreement are as follows: The Trustee is and shall at all times be the sole owner and designated beneficiary of the Policy. The Trustee shall maintain ownership of the Policy and shall not transfer, assign, surrender, cancel, or otherwise dispose of the Policy except in accordance with the provisions of this Trust Ag

Section 3.3 — Additional Contributions The Grantor, or any other person, may from time to time make additional contributions of cash or other property to the Trust. All such additional contributions shall become part of the Trust Fund and shall be held, administered, and distributed by the Trustee in accordance with the terms of this Trust Agreement. All contributions, whether by the Grantor or by any other person, s

Section 3.4 — Payment of Premiums The Trustee shall apply cash contributions received by the Trust to the payment of premiums on the Policy as they become due and payable. The current annual premium on the Policy is One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500), payable to Beacon Life Assurance Company. The Trustee shall cause premium payments to be made in a timely manner so as to prevent any lap

Section 3.5 — Policy Management The Trustee shall exercise all ownership rights under the Policy, including without limitation the right to elect settlement options, designate and change the beneficiary of the Policy, borrow against the cash value of the Policy, exercise conversion rights, modify or adjust policy features, and take all other actions available to a policy owner under the terms of the Policy and applic

ARTICLE IV — PREMIUM CONTRIBUTIONS AND GIFT TAX TREATMENT

Section 4.1 — Gift Treatment Contributions by the Grantor to the Trust are intended to be treated as completed gifts for federal gift tax purposes. To the extent possible, such gifts are intended to qualify for the annual exclusion from federal gift tax under Section 2503(b) of the Code. The availability of the annual exclusion is dependent upon the grant and proper administration of the Crummey withdrawal powers set

Section 4.2 — Three-Year Lookback The Grantor acknowledges and understands that if the Grantor dies within three (3) years of the date on which the Policy was transferred to the Trust, the death benefit payable under the Policy may be includible in the Grantor's gross estate for federal estate tax purposes under Section 2035 of the Code. The Policy was assigned to the Trust on March 15, 2023; accordingly, the three-y

ARTICLE V — CRUMMEY WITHDRAWAL POWERS

Section 5.1 — Grant of Withdrawal Right Each Crummey Beneficiary shall have the right, upon any contribution of cash or property to the Trust during any calendar year, to withdraw from the Trust an amount equal to the lesser of: (a) Five Thousand Dollars ($5,000); or (b) such Crummey Beneficiary's proportionate share of the total amount contributed to the Trust during the applicable calendar year (determined by divid

Section 5.2 — Crummey Beneficiaries The Crummey Beneficiaries as of the date of this Trust Agreement are the following individuals: (a) Thomas Robert Caldwell, 55 Perry Street, Unit 3, New York, New York 10014; (b) Katherine Claire Hartfield, 210 Briarcliff Lane, Greenwich, Connecticut 06830; and (c) Olivia Grace Caldwell, 1240 North Dearborn Street, Apt. 807, Chicago, Illinois 60610. Each of the foregoing individual

Section 5.3 — Withdrawal Notice Upon the receipt by the Trustee of any contribution to the Trust, whether by the Grantor or by any other person, the Trustee shall promptly give written notice (the "Withdrawal Notice") to each Crummey Beneficiary at such Crummey Beneficiary's last known address as reflected in the records of the Trustee. The Withdrawal Notice shall be sent by first-class mail, postage prepaid, or by s

Section 5.4 — Exercise of Withdrawal Right A Crummey Beneficiary may exercise the withdrawal right by delivering a written notice to the Trustee at the Trustee's principal office at Northgate Trust Company of Delaware, 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801, Attention: Philip A. Rossiter, Senior Vice President, Trust Administration, at any time within the thirty (30) calendar day Withdrawal

Section 5.5 — Lapse of Withdrawal Right Any withdrawal right not exercised by the Crummey Beneficiary within the thirty (30) calendar day Withdrawal Period shall lapse automatically, without any further action by the Crummey Beneficiary, the Trustee, or any other person. Upon the lapse of a withdrawal right, the property subject to such withdrawal right shall remain in the Trust and shall continue to be held, adminis

Section 5.6 — Hanging Power Provision Notwithstanding the foregoing provisions of this Article V, to the extent that any Crummey Beneficiary's withdrawal right in any calendar year exceeds the greater of Five Thousand Dollars ($5,000) or five percent (5%) of the aggregate value of the trust corpus (the "Excess Lapse Amount"), such Excess Lapse Amount shall not lapse at the end of the Withdrawal Period but shall inste

ARTICLE VI — DISPOSITION OF TRUST PROPERTY DURING INSURED LIVES

Section 6.1 — During Joint Lives During the joint lifetimes of both Insured Lives (i.e., during the period that both Jonathan Robert Caldwell and Eleanor Victoria Caldwell are living), the Trustee shall hold the trust property, which shall consist primarily of the Policy, and shall apply available income and principal of the Trust solely for the following purposes: (a) Payment of insurance premiums on the Policy as t

Section 6.2 — After Death of First Insured Upon the death of the first of the two Insured Lives to die (whether the Grantor or the Grantor's Spouse), the Trustee shall continue to hold the Policy, which, as a second-to-die policy, does not pay the death benefit upon the death of the first Insured Life. The Trustee shall continue to maintain the Policy in force and shall continue to pay premiums from available trust f

ARTICLE VII — DISPOSITION UPON DEATH OF SURVIVING INSURED

Section 7.1 — Collection of Insurance Proceeds Upon the death of the survivor of the two Insured Lives (the "Second Death"), the Trustee shall promptly take all actions necessary to collect the death benefit of Fifteen Million Dollars ($15,000,000) payable under Policy No. BLA-2023-77419 from Beacon Life Assurance Company. The Trustee shall file all required claim forms, provide all required documentation (including

Section 7.2 — Payment of Expenses From the insurance proceeds collected pursuant to Section 7.1, and from any other trust assets then held by the Trustee, the Trustee shall first pay and discharge the following obligations, in the order of priority set forth below: (a) All outstanding trust administration expenses, including but not limited to the fees and expenses of legal counsel, accountants, tax advisors, and oth

Section 7.3 — Establishment of Shares After the payment of all expenses and obligations described in Section 7.2, the remaining trust fund (the "Net Trust Fund") shall be divided into three (3) equal shares, one for the benefit of each of the following Beneficiaries: (a) The Thomas R. Caldwell Share. One-third (1/3) of the Net Trust Fund shall be set aside and held in a separate trust designated as the "Thomas R. Cal

Section 7.4 — Distribution Standard for Each Share Each Beneficiary's share established pursuant to Section 7.3 shall be held in a separate trust and shall be administered and distributed in accordance with the following provisions: (a) Discretionary Distributions. The Trustee may, from time to time, distribute to or for the benefit of the Beneficiary for whom such share is held, or for the benefit of such Beneficiar

Section 7.5 — Estate Tax Liquidity Purpose The Grantor's intent in establishing this Trust and acquiring the Policy is that the insurance proceeds provide liquidity to the Grantor's family and estate to meet estate tax obligations, estate administration expenses, and other liquidity needs arising upon the death of the survivor of the Insured Lives. The Grantor recognizes that, upon the Second Death, the Grantor's est

Section 7.6 — Per Stirpes Provision If any Beneficiary predeceases the survivor of the Insured Lives, such deceased Beneficiary's share shall pass to such Beneficiary's then-living issue, per stirpes. If a deceased Beneficiary has two or more then-living children, such deceased Beneficiary's share shall be divided equally among such children. If any child of a deceased Beneficiary has himself or herself predeceased,

Section 7.7 — Provisions for Minor and Young Beneficiaries Any share or portion of a share otherwise distributable to a Beneficiary or to issue of a Beneficiary who has not yet attained the age of twenty-five (25) years shall not be distributed outright to such Beneficiary but shall instead be held in a separate trust for such Beneficiary's benefit (a "Minor's Trust") until such Beneficiary attains the age of twenty-

ARTICLE VIII — POWERS AND DUTIES OF THE TRUSTEE

Section 8.1 — General Powers The Trustee shall have all powers granted to trustees under the laws of the State of Delaware, including the powers conferred by 12 Del. C. §§ 3301 through 3340 and the Uniform Trust Code as adopted in Delaware, and such additional powers as may be necessary or appropriate for the proper administration of the Trust. Without limiting the generality of the foregoing, the Trustee shall have

Section 8.2 — Insurance-Specific Powers In addition to the general powers set forth in Section 8.1, the Trustee shall have the exclusive power to exercise all incidents of ownership in any policy of insurance held in trust, including without limitation: (a) To designate and change the beneficiary or beneficiaries of any policy; (b) To elect or change settlement options under any policy; (c) To assign, surrender, conv

Section 8.3 — Prohibition on Grantor Powers The Grantor shall have no right or power, directly or indirectly, to direct, manage, control, or otherwise interfere with any trust property or the administration of the Trust. Without limiting the generality of the foregoing: (a) The Grantor shall have no right to borrow from the Trust or to pledge any trust asset as security for any obligation of the Grantor; (b) The Gran

Section 8.4 — Duty of Impartiality The Trustee shall act impartially with respect to all Beneficiaries, taking into account the differing interests, needs, and circumstances of each Beneficiary. In exercising its discretion under this Trust Agreement, the Trustee shall not favor any Beneficiary to the unreasonable detriment of any other Beneficiary, and shall consider the overall purposes of the Trust and the Grantor

Section 8.5 — Trustee Compensation Northgate Trust Company of Delaware shall be entitled to receive reasonable compensation for its services as Trustee, in accordance with its published fee schedule for trust administration services, as in effect from time to time. The Trustee's fees shall be payable from the trust assets and shall be agreed upon in writing between the Trustee and the Grantor (or, after the Grantor's

Section 8.6 — Accountings The Trustee shall render an annual accounting to each Crummey Beneficiary, and, during the Grantor's lifetime, to the Grantor for informational purposes only, within ninety (90) days following the end of each calendar year. Each accounting shall contain a statement of all receipts and disbursements during the accounting period, a list of all trust assets and their values as of the end of the

Section 8.7 — Reliance on Counsel The Trustee may consult with and rely upon the advice and opinions of legal counsel, including Ridgewell & Thorn LLP (Margaret A. Colvin, Esq., 1000 North King Street, Suite 300, Wilmington, Delaware 19801) and Calderwood & Harkness LLP (375 Park Avenue, 42nd Floor, New York, New York 10152), or such other counsel as the Trustee may select from time to time. The Trustee shall not be

ARTICLE IX — TRUSTEE PROVISIONS

Section 9.1 — Initial Trustee Northgate Trust Company of Delaware, a trust company organized and existing under the laws of the State of Delaware, shall serve as the initial Trustee of this Trust. Northgate Trust Company of Delaware has executed this Trust Agreement through its duly authorized officer, Philip A. Rossiter, Senior Vice President, Trust Administration, thereby accepting the office of Trustee and agreein

Section 9.2 — Resignation The Trustee may resign as Trustee at any time by giving sixty (60) days' written notice of resignation to all then-living Beneficiaries who are not minors or incapacitated and, during the Grantor's lifetime, to the Grantor (for informational purposes only). The resignation shall become effective upon the earlier of (a) the appointment and acceptance of a successor trustee in accordance with

Section 9.3 — Removal Any Trustee may be removed at any time by the unanimous written consent of all then-living Beneficiaries who are not minors or incapacitated. Removal shall be effective thirty (30) days after delivery of written notice of removal to the Trustee at the Trustee's principal office, unless a successor trustee has not yet been appointed, in which case the removal shall become effective upon the appoi

Section 9.4 — Successor Trustee In the event of a vacancy in the office of Trustee, whether by reason of resignation, removal, incapacity, dissolution, or otherwise, a successor trustee shall be appointed by the unanimous written consent of all then-living Beneficiaries who are not minors or incapacitated. Any successor trustee appointed under this Section 9.4 must be a corporate trustee organized and existing under

Section 9.5 — Trustee Liability The Trustee shall not be personally liable for any loss or depreciation in the value of trust property, or for any act or omission in the administration of the Trust, if such loss, depreciation, act, or omission resulted from the Trustee's good faith exercise of reasonable care and diligence. The Trustee shall not be liable for any act or omission of any agent, attorney, accountant, or