Contract analysis

Section 1.1 — Defined Terms As used in this Trust Agreement, the following terms shall have the meanings set forth below. Any term defined in the singular shall include the plural, and any term defined in the plural shall include the singular, as the context may require. Terms not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Trust Agreement or, where applicable, the meanings

ARTICLE II — TRUST PROPERTY; POUR-OVER PROVISIONS

Section 2.1 — Initial Trust Property The Settlor hereby confirms that the trust property currently held in the Caldwell Revocable Trust as of the Effective Date consists of all property described on Schedule A (Amended Trust Property Schedule) attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by the Settlor or by the Trustee to reflect transfers to or from the tru

Section 2.2 — Additional Contributions The Settlor reserves the right, at any time and from time to time during his lifetime, to transfer additional property to the trust by any lawful means, including by deed, assignment, endorsement, or other written instrument of transfer. Any property so transferred shall become part of the Trust Estate and shall be held, administered, and distributed in accordance with the terms

Section 2.3 — GRAT Remainder Interests The Settlor acknowledges and confirms that the remainder interests payable upon the expiration of the annuity terms of each of the three GRATs established as part of the 2023 Estate Plan are designated to pass to the Caldwell Family Dynasty Trust, and not to this Caldwell Revocable Trust. Specifically: (a) GRAT A (Caldwell 2023 Securities GRAT): Funded on April 15, 2023, with a

Section 2.4 — Coordination with ILIT The Settlor acknowledges that the Caldwell Family Insurance Trust (ILIT), established on March 15, 2023, holds the second-to-die universal life insurance policy issued by Beacon Life Assurance Company (Policy No. BLA-2023-77419), insuring the joint lives of Jonathan R. Caldwell and Eleanor V. Caldwell, with a death benefit of $15,000,000. The proceeds of such policy are payable to

ARTICLE III — ADMINISTRATION DURING SETTLOR'S LIFETIME

Section 3.1 — Revocable Trust; Settlor as Primary Beneficiary During the Settlor's lifetime and so long as the Settlor is not incapacitated (as determined under Article XI), this trust shall be revocable, and the Settlor shall retain full power and authority to amend, modify, or revoke this trust, in whole or in part, in accordance with Article XIV of this Trust Agreement. The Settlor shall be the primary beneficiary

Section 3.2 — Grantor Trust Status The Settlor intends that this trust shall be treated as a "grantor trust" for federal income tax purposes under Sections 671 through 679 of the Internal Revenue Code during the Settlor's lifetime. As a grantor trust, all items of income, gain, loss, deduction, and credit of the trust shall be reported on the Settlor's individual federal and state income tax returns, and the trust sh

Section 3.3 — Incapacity of Settlor If the Settlor becomes incapacitated, as defined and determined in accordance with the procedures set forth in Article XI of this Trust Agreement, the successor trustee designated in Section 10.2 shall assume management and administration of the trust. During any period of incapacity, the successor trustee shall apply the income and principal of the trust for the Settlor's health,

Section 3.4 — Power to Amend or Revoke The Settlor reserves the unrestricted right to amend or revoke this trust, in whole or in part, at any time during his lifetime, by written instrument delivered to the Trustee. No amendment or revocation shall require the consent or approval of any beneficiary, trustee, or other person. Upon revocation of this trust, the Trustee shall distribute the Trust Property to the Settlor

ARTICLE IV — CREDIT SHELTER TRUST (BYPASS TRUST / FAMILY TRUST)

Section 4.1 — Establishment and Funding Upon the Settlor's death, the Trustee shall divide the Trust Estate remaining after satisfaction of the obligations described in Article VIII (Payment of Debts, Expenses, and Taxes) into two separate trusts: the Credit Shelter Trust, as described in this Article IV, and the Marital Trust, as described in Article V. The Credit Shelter Trust shall be funded with an amount equal t

Section 4.2 — Income Distributions The Trustee shall distribute all net income of the Credit Shelter Trust to Eleanor V. Caldwell for her lifetime, payable at least quarterly, or more frequently as the Trustee may determine. Net income for purposes of this Section shall include interest, dividends, rents, and other ordinary income earned by the Credit Shelter Trust, determined in accordance with the New York Principa

Section 4.3 — Principal Distributions The Trustee may, in its sole discretion, distribute principal of the Credit Shelter Trust to Eleanor V. Caldwell for her health, education, maintenance, and support (HEMS standard), taking into account the Spouse's accustomed standard of living, other available resources (including the Spouse's own assets and any distributions available to her from the Marital Trust), and such ot

Section 4.4 — Disposition on Spouse's Death Upon the death of Eleanor V. Caldwell, the remaining assets of the Credit Shelter Trust, including accumulated and undistributed income, shall be distributed outright, in equal shares, to the Settlor's then-living children (Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell), or if any child has predeceased the Spouse, to such predeceased child's then-living

Section 4.5 — No General Power of Appointment Eleanor V. Caldwell shall have no general power of appointment over any portion of the Credit Shelter Trust, as defined in Section 2041 of the Code. No power granted to the Spouse under this Article IV shall be construed as conferring upon the Spouse the power to appoint any part of the Credit Shelter Trust to herself, her estate, her creditors, or the creditors of her es

Section 4.6 — Tax Objectives The Credit Shelter Trust established under this Article IV is designed and intended to be excluded from the gross estate of Eleanor V. Caldwell for federal estate tax purposes under Sections 2036, 2038, and 2041 of the Code. The Trustee shall not exercise any power or take any action, and shall not permit any beneficiary to exercise any power or take any action, that would cause all or an

ARTICLE V — MARITAL TRUST (QTIP TRUST)

Section 5.1 — Establishment and Funding The Marital Trust shall be funded with the balance of the Trust Estate remaining after funding of the Credit Shelter Trust under Article IV, after satisfaction of all debts, expenses, and taxes payable under Article VIII, and after distribution of all specific bequests under Article VII. The Marital Trust is intended to qualify in its entirety for the federal estate tax marital

Section 5.2 — Income Distributions All net income of the Marital Trust shall be distributed to Eleanor V. Caldwell for her lifetime, payable at least quarterly or at more frequent intervals as the Trustee may determine or as the Spouse may request. No person other than the Spouse shall receive or be entitled to receive any distribution of income from the Marital Trust during the Spouse's lifetime. The Trustee shall n

Section 5.3 — Principal Distributions The Trustee may, in its sole discretion, distribute principal of the Marital Trust to Eleanor V. Caldwell for her health, education, maintenance, and support (HEMS standard), taking into account the Spouse's accustomed standard of living, other available resources, and such other factors as the Trustee deems relevant. In addition to distributions made by the Trustee in its discre

Section 5.4 — General Power of Appointment Eleanor V. Caldwell shall hold a general power of appointment over the entire Marital Trust, exercisable only by specific reference to this trust in the Spouse's duly executed and admitted last will and testament. The power of appointment shall extend to all property held in the Marital Trust at the time of the Spouse's death, including accumulated and undistributed income.

Section 5.5 — Default Disposition on Spouse's Death To the extent the general power of appointment described in Section 5.4 is not exercised by the Spouse, the remaining assets of the Marital Trust, including accumulated and undistributed income, shall be distributed outright, in equal shares, to the Settlor's then-living children (Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell), or if any child h

Section 5.6 — Reverse QTIP Election The executor of the Settlor's estate is authorized, but not required, to make the reverse QTIP election under Section 2652(a)(3) of the Code with respect to all or any severed portion of the Marital Trust. If such election is made, the Settlor shall be treated as the transferor of the Marital Trust (or the applicable severed portion thereof) for purposes of the generation-skipping

Section 5.7 — QTIP Compliance Provisions The following provisions are included to ensure compliance with the requirements for qualification as Qualified Terminable Interest Property under Section 2056(b)(7) of the Code and the Treasury Regulations promulgated thereunder: (a) No person shall have the power to appoint any part of the Marital Trust to anyone other than the Spouse during the Spouse's lifetime, except as

ARTICLE VI — PROVISIONS FOR DESCENDANTS

Section 6.1 — Identification of Descendants The Settlor's children are as follows: (a) Thomas Robert Caldwell, age 38 as of the Effective Date, residing at 55 Perry Street, Unit 3, New York, New York 10014. Thomas currently serves as Vice President of Acquisitions at Meridian Crest Partners LLC, a private equity firm. Thomas is married to Dr. Sarah P. Caldwell. Thomas and Dr. Sarah P. Caldwell are the parents of Luca

Section 6.2 — Contingent Trust for Minor or Young Adult Beneficiaries If any share of the Trust Estate is distributable under the terms of this Trust Agreement to a beneficiary who has not yet attained the age of twenty-five (25) years, the Trustee shall not distribute such share outright to the beneficiary but shall instead retain such share in a separate trust for the benefit of that beneficiary (a "Beneficiary's T

Section 6.3 — Spendthrift Provision No interest in the income or principal of any trust created under this Trust Agreement shall be subject to the claims of any creditor of any beneficiary, nor to any legal process by any creditor of any beneficiary. No beneficiary shall have the right or power to anticipate, alienate, encumber, pledge, hypothecate, or assign his or her interest in any trust created hereunder, whethe

Section 6.4 — Coordination with Dynasty Trust The Trustee is authorized and directed, in exercising its discretion over distributions from any trust created under this Trust Agreement, to take into account and consider any distributions or benefits available to the beneficiaries from the Caldwell Family Dynasty Trust (established under the laws of the State of Delaware on April 1, 2023, with its principal situs in Wi

Section 6.5 — Charitable Distributions The Trustee is authorized, but not required, to make charitable distributions from the Trust Estate to The Caldwell Family Foundation (Employer Identification Number 88-3021547; principal office at 330 Madison Avenue, Suite 2401, New York, New York 10017) or to other organizations described in Sections 170(c), 2055(a), and 2522(a) of the Code, subject to applicable fiduciary dut

ARTICLE VII — SPECIFIC BEQUESTS AND TANGIBLE PERSONAL PROPERTY

Section 7.1 — Tangible Personal Property Memorandum The Settlor may, from time to time during his lifetime, prepare, amend, or revoke a written memorandum (the "Tangible Personal Property Memorandum") disposing of specific items of tangible personal property, consistent with Section 3-3.7 of the New York Estates, Powers and Trusts Law. If such memorandum is in existence at the time of the Settlor's death, the Trustee

Section 7.2 — Specific Devises The following specific devises shall be made prior to the division of the Trust Estate into the Credit Shelter Trust and the Marital Trust: (a) Residence. The Settlor's residence located at 418 East 72nd Street, Apt. 14A, New York, New York 10021, together with all furniture, furnishings, equipment, and personal property located therein at the time of the Settlor's death, shall be distr

ARTICLE VIII — PAYMENT OF DEBTS, EXPENSES, AND TAXES

Section 8.1 — Payment of Debts and Expenses The Trustee shall pay from the residuary Trust Estate (prior to division into the Credit Shelter Trust and the Marital Trust) all legally enforceable debts of the Settlor that are outstanding at the time of the Settlor's death, together with all funeral and burial expenses, costs of estate administration, and expenses of administering this trust, including, without limitati

Section 8.2 — Payment of Estate Taxes All federal estate taxes (including any additional taxes imposed under Section 2032A of the Code), state estate or inheritance taxes, and any generation-skipping transfer taxes attributable to assets of this Trust Estate shall be paid from the residuary Trust Estate before the division of the Trust Estate into the Credit Shelter Trust and the Marital Trust. The following tax appo

ARTICLE IX — GENERATION-SKIPPING TRANSFER TAX PROVISIONS

Section 9.1 — GST Exempt Share The Trustee is directed to create a separate GST Exempt Share of the Credit Shelter Trust (the "GST Exempt Share"), to be funded with an amount equal to the Settlor's remaining available generation-skipping transfer tax exemption under Section 2631 of the Code at the time of the Settlor's death. As of the Effective Date, the 2023 GST exemption amount is $12,920,000 per individual. The S

Section 9.2 — GST Non-Exempt Share Any portion of the Credit Shelter Trust or the Marital Trust to which the Settlor's GST exemption has not been allocated shall constitute the GST Non-Exempt Share (the "GST Non-Exempt Share"). The GST Non-Exempt Share shall have an inclusion ratio greater than zero (0) for GST tax purposes, and distributions from the GST Non-Exempt Share to or for the benefit of skip persons (i.e.,

Section 9.3 — Reverse QTIP Election The Trustee and the executor of the Settlor's estate are authorized to make the reverse QTIP election under Section 2652(a)(3) of the Code with respect to all or any severed portion of the Marital Trust, as described in Section 5.6 of this Trust Agreement. The reverse QTIP election, if made, shall permit the allocation of the Settlor's unused GST exemption to the Marital Trust (or

Section 9.4 — Severance Authority The Trustee is authorized, in its discretion, to sever any trust created under this Trust Agreement into two or more separate trusts, on a fractional or pecuniary basis, in order to facilitate the efficient allocation of the Settlor's GST exemption, consistent with Section 2642(a)(3) of the Code and Treasury Regulation § 26.2642-6. Any such severance shall be made in a manner that re

Section 9.5 — ETIP Coordination The Settlor acknowledges that the Estate Tax Inclusion Period ("ETIP") rules under Section 2642(f) of the Code apply to the GRATs established as part of the 2023 Estate Plan. Under the ETIP rules, the Settlor's GST exemption may not be allocated to the remainder interests of the GRATs until the expiration of the respective GRAT annuity terms (i.e., the end of the ETIP). Accordingly, an

ARTICLE X — TRUSTEE PROVISIONS

Section 10.1 — Initial Trustee During the Settlor's lifetime and so long as the Settlor has capacity to act, Jonathan R. Caldwell shall serve as the sole Trustee of this trust. The Settlor, in his capacity as Trustee, shall have all powers and authority granted to the Trustee under this Trust Agreement, including, without limitation, the powers set forth in Section 10.3.

Section 10.2 — Successor Trustees Upon the Settlor's death or incapacity (as determined under Article XI), the following individuals and entities shall serve as successor trustees, in the following order of priority: (a) First Successor Trustee: Eleanor V. Caldwell, the Settlor's spouse; (b) Second Successor Trustee: Thomas R. Caldwell, the Settlor's son; and (c) Third Successor Trustee: Northgate Trust Company of De