Contract analysis

I. Executive Summary The purpose of this memorandum is to present a comprehensive generational estate plan designed for Jonathan R. Caldwell ("Caldwell" or the "Client"). The plan has been developed by the undersigned in coordination with the broader engagement team at Calderwood & Harkness LLP ("C&H") and in close consultation with the Client's existing advisors. The overarching objectives of the plan are threefold:

1. Three Zeroed-Out Grantor Retained Annuity Trusts (GRATs) — funded with a combined $178,000,000 in assets (pre-discount fair market value), designed under IRC § 2702 to transfer excess appreciation above the § 7520 hurdle rate to the next generation free of gift and estate tax;

2. Caldwell Family Dynasty Trust — a Delaware-situs perpetual trust with $5,000,000 in initial cash funding, serving as the designated remainder beneficiary of all three GRATs and providing multi-generational wealth accumulation free of estate and GST tax;

3. The Caldwell Family Foundation — a New York not-for-profit corporation applying for IRC § 501(c)(3) status as a private foundation, with $10,000,000 in initial contributions from Jonathan and Eleanor Caldwell;

4. Caldwell Family Insurance Trust (ILIT) — an irrevocable life insurance trust holding a $15,000,000 second-to-die universal life insurance policy to provide estate tax liquidity; and

5. Amended and Restated Caldwell Revocable Trust — with credit shelter trust and marital QTIP trust provisions, together with a new pour-over will, durable power of attorney, health care proxy, living will, and HIPAA authorization. Estimated Tax Exposure and Savings. Without the implementation of this plan, the estimated federal estate tax on Mr. Caldwell's estate would be approximately $117,532,000, calculated at th

II. Current Estate and Asset Overview A. Asset Summary Table The following table summarizes the composition of Mr. Caldwell's estimated gross estate as of the date of this memorandum. The fair market values set forth below are preliminary estimates based on information provided by the Client and his financial and tax advisors. Formal appraisals will be obtained from Ashford Valuation Group LLC for the illiquid asset

III. Current Federal Estate Tax Exposure (Without Plan) Before setting forth the recommended plan structures, it is important to quantify the federal estate tax exposure that Mr. Caldwell's estate would face in the absence of any planning. The following analysis provides a baseline against which the projected tax savings of the recommended plan can be measured. Gross Estate. As set forth in Section II above, Mr. Cald

IV. Recommended Estate Plan Structures A. Grantor Retained Annuity Trusts (GRATs) — Overview The centerpiece of the recommended estate plan is a series of three zeroed-out Grantor Retained Annuity Trusts ("GRATs"), each established under Internal Revenue Code § 2702. The GRAT strategy is one of the most well-established and effective wealth-transfer planning techniques available under current law, and it is particula

§ 7520 Rate Environment. The § 7520 rate is the assumed rate of return used by the IRS to calculate the present value of the retained annuity. The lower the § 7520 rate, the more favorable the GRAT is to the grantor, because a lower assumed rate of return means the annuity payments required to "zero out" the gift are smaller, leaving more room for excess appreciation to pass to the remainder beneficiary. The § 7520 r

1. Thomas R. Caldwell — family trustee; 55 Perry Street, Unit 3, New York, NY 10014

2. Northgate Trust Company of Delaware — institutional trustee

3. Distribution Committee — Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell — exercising authority over discretionary distributions exceeding $100,000 per beneficiary per year Trust Protector. Victoria Chambers of Calderwood & Harkness LLP is designated as Trust Protector in a non-fiduciary capacity. The Trust Protector's powers include the ability to modify administrative provisions, change the tr

3. Olivia G. Caldwell Each beneficiary's withdrawal right is $5,000 per beneficiary per year, consistent with the "five-or-five" power limitation under IRC § 2514(e) and § 2041(b)(2). The annual premium of $187,500 is partially covered by the annual exclusion gifts: Annual exclusion per beneficiary (2023): $17,000 Number of Crummey beneficiaries: 3 Total annual exclusion coverage: 3 × $17,000 = $51,000 Balance of pre

I. Amended and Restated Caldwell Revocable Trust and Pour-Over Will

1. Caldwell Revocable Trust The Caldwell Revocable Trust was originally established on October 3, 2010. The trust will be amended and restated pursuant to a restatement agreement dated February 6, 2023, with an effective date of April 1, 2023. The restatement is necessitated by the significant changes in Mr. Caldwell's asset profile, family circumstances, and planning objectives since the original trust was establish

2. Pour-Over Will A new Last Will and Testament of Jonathan R. Caldwell will be executed on April 1, 2023 (the "Pour-Over Will"). The Pour-Over Will serves the following purposes: • Revocation of Prior Will. The Pour-Over Will expressly revokes the prior will dated October 3, 2010 and any codicils thereto. • Pour-Over Provision. The Pour-Over Will directs that all probate assets — i.e., any assets owned by Mr. Caldwe

3. Spousal Consent Mrs. Eleanor V. Caldwell will provide written consent and acknowledgment to all estate plan structures established or modified as part of this engagement. The consent covers the following: • The establishment and funding of GRATs A, B, and C • The establishment and initial cash funding of the Caldwell Family Dynasty Trust • The establishment and ownership of the ILIT and the second-to-die life insu