Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. All other capitalized terms used herein but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement. 1.1 "Agreement" means this Initial Contribution Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplement

ARTICLE II — THE CONTRIBUTION 2.1 Amount and Form of Contribution. Subject to the terms and conditions of this Agreement, each Donor hereby irrevocably contributes and donates to the Foundation the following amounts in cash (United States dollars): (a) Jonathan R. Caldwell hereby contributes Five Million Dollars ($5,000,000) to the Foundation. (b) Eleanor V. Caldwell hereby contributes Five Million Dollars ($5,000,00

ARTICLE III — CHARITABLE DEDUCTION PROVISIONS 3.1 Intended Tax Treatment. The Donors intend the Contribution to qualify as a charitable contribution deductible under Section 170(a) of the Code for federal income tax purposes. The Parties acknowledge and agree that: (a) The Foundation is an organization described in Section 501(c)(3) of the Code and is classified as a private foundation under Section 509(a) of the Cod

ARTICLE IV — GIFT TAX TREATMENT 4.1 Gift Tax Deduction. The Contribution is intended to qualify for the federal gift tax charitable deduction under Section 2522(a) of the Code. The Foundation is an organization described in Section 2522(a)(2) of the Code (a corporation organized and operated exclusively for charitable purposes), and accordingly, each Donor's Five Million Dollar ($5,000,000) contribution to the Founda

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE DONORS Each Donor, severally and not jointly, represents and warrants to the Foundation as of the Effective Date as follows: 5.1 Capacity and Authority. Each Donor represents and warrants that he or she is a natural person of legal age under the laws of the State of New York, is of sound mind, and has full legal capacity and authority to execute and deliver this Agree

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE FOUNDATION The Foundation represents and warrants to each Donor as of the Effective Date as follows: 6.1 Organization and Good Standing. The Foundation represents and warrants that it is a not-for-profit corporation duly organized, validly existing, and in good standing under the laws of the State of New York, having been incorporated on March 20, 2023, by the filing

ARTICLE VII — COVENANTS 7.1 Foundation Covenants. The Foundation hereby covenants and agrees with each Donor as follows: (a) Maintenance of Tax-Exempt Status. The Foundation shall take all actions necessary and appropriate to maintain its tax-exempt status under Section 501(c)(3) of the Code and its classification as a private foundation under Section 509(a) of the Code. The Foundation shall not engage in any activit

ARTICLE VIII — RELATIONSHIP TO ESTATE PLAN 8.1 Context of Contribution. The Contribution is made as one component of a comprehensive generational estate plan for Jonathan R. Caldwell and Eleanor V. Caldwell, designed and implemented by Calderwood & Harkness LLP (Matter No. 1034-00004, Billing Code 78412-JRC). The comprehensive estate plan includes, in addition to this Contribution, the following components: (a) Grant

ARTICLE IX — MISCELLANEOUS PROVISIONS 9.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in

1. No goods or services were provided by the Foundation to you in consideration, in whole or in part, for this contribution. The entire amount of your contribution constitutes a charitable gift to the Foundation.

2. The Foundation is an organization described in Section 170(c) of the Internal Revenue Code and is classified as a private foundation under Section 509(a) of the Code.

3. You should retain this acknowledgment with your tax records for the taxable year in which this contribution was made. This acknowledgment is provided solely for the purpose of substantiating your charitable contribution deduction under Section 170 of the Internal Revenue Code. You are encouraged to consult with your own tax advisor regarding the deductibility of this contribution. Thank you for your generous suppo

ARTICLE II | THE CONTRIBUTION | 7

ARTICLE III | CHARITABLE DEDUCTION PROVISIONS | 9

ARTICLE IV | GIFT TAX TREATMENT | 12

ARTICLE V | REPRESENTATIONS AND WARRANTIES OF THE DONORS | 14

ARTICLE VI | REPRESENTATIONS AND WARRANTIES OF THE FOUNDATION | 17

ARTICLE VIII | RELATIONSHIP TO ESTATE PLAN | 22

ARTICLE IX | MISCELLANEOUS PROVISIONS | 24 SIGNATURE PAGES | 27 EXHIBIT A | WIRE TRANSFER INSTRUCTIONS | 30 EXHIBIT B | FORM OF CONTEMPORANEOUS WRITTEN ACKNOWLEDGMENT | 31 EXHIBIT C | BOARD RESOLUTION AUTHORIZING ACCEPTANCE OF CONTRIBUTION | 33 Donor | Amount | Reference Jonathan R. Caldwell | $5,000,000 | Initial Contribution — Jonathan R. Caldwell Eleanor V. Caldwell | $5,000,000 | Initial Contribution — Eleanor V.