[sheet: Beneficial Interests]

Beneficiary

ELDON M. BRIARWOOD IRREVOCABLE FAMILY TRUST

Trust EIN: 13-7284915

Date of Creation: June 12, 1998

Governing Law: New York

Corpus Valuation Date: December 31, 2023

Total Trust Corpus: $41,500,000

Institutional Co-Trustee: Caldwell Fiduciary Services Inc.

Successor Individual Trustee: Margot S. Briarwood (effective January 22, 2024)

Prepared by: Rafael Dominguez, Calderwood & Harkness LLP

Matter No.: 1026-00005

Reference: Exhibit to Consent and Distribution Agreement dated April 8, 2024

Margot S. Briarwood	14 Waverly Place, Unit 4W, New York, NY 10003	45%	$18,675,000	Successor Trustee; Managing Director of Briarwood Family Office LLC
Tobias E. Briarwood	88 Round Hill Road, Greenwich, CT 06831	35%	$14,525,000	Advisory Board Member, BFO; independently represented by Reedlaw & Stein LLP (Janet C. Okonkwo)
Nadia Briarwood-Chen	341 Sterling Place, Apt. 3, Brooklyn, NY 11238	20%	$8,300,000
TOTAL	100%	$41,500,000

[sheet: Real Estate Allocation]

Property Address

Property Description

Block / Lot or Section/Block/Lot

County

Appraised FMV

Tax Basis

Unrealized Gain

Appraisal Report No.

Appraisal Date

Appraiser

Assigned Beneficiary

Conveyance Instrument

Transfer Tax Applicable

Transfer Tax Calculation

14 Waverly Place, Unit 4W, New York, NY 10003

Co-op apartment, 2,400 sq ft; Waverly Place Owners Corp.

N/A (co-op shares)

New York County

$8,750,000

$1,620,000

$7,130,000

PVG-2024-0441

March 1, 2024

Derek T. Winstead, MAI — Pinnacle Valuation Group LLC

Margot S. Briarwood

Stock/Lease Assignment (proprietary lease and shares in cooperative corporation)

$0

Exempt — co-op share transfer exempt from NYC RPTT

602 Halsey Street, Brooklyn, NY 11233

4-unit residential brownstone, 4,800 sq ft

Block 1684, Lot 42, Kings County

Kings County

$4,200,000

$985,000

$3,215,000

PVG-2024-0442

March 1, 2024

Derek T. Winstead, MAI — Pinnacle Valuation Group LLC

Margot S. Briarwood

Bargain-and-Sale Deed

$59,850

NYC RPTT at 1.425% × $4,200,000 = $59,850

27 Fenimore Road, Larchmont, NY 10538

Single-family residence, 5,200 sq ft, 0.82 acres

Section 9, Block 32, Lot 14, Village of Larchmont, Town of Mamaroneck, Westchester County

Westchester County

$6,150,000

$2,340,000

$3,810,000

PVG-2024-0443

March 1, 2024

Derek T. Winstead, MAI — Pinnacle Valuation Group LLC

Tobias E. Briarwood

Bargain-and-Sale Deed

$24,600

NYS transfer tax at $2.00 per $500 = $6,150,000 / $500 × $2 = $24,600

TOTAL

$19,100,000

$4,945,000

$14,155,000

$84,450

Note: In-kind distributions carry over the Trust's tax basis under IRC § 643(e). Grantor trust status terminated December 31, 2015.

Appraisals performed by Pinnacle Valuation Group LLC, engaged by Caldwell Fiduciary Services Inc. on February 14, 2024; delivered March 1, 2024.

Title insurance to be issued by Trident National Title Corp. (Mitchell Fong, VP, Commercial Underwriting) — total premiums $47,200 for 3 policies.

[sheet: Cash Equalization]

Line Item / Beneficiary

--- SECTION A: SOURCE OF LIQUID ASSETS ---

Marketable securities (custody at Caldwell Fiduciary Services Inc., Acct. CFT-00298174)	$18,340,000	Per Trust records as of 12/31/2023
Cash and money-market funds	$2,210,000	Custody at Caldwell
Private-fund interests (Ashgrove Capital Partners Fund III LP)	$1,850,000	Valued as of 12/31/2023
Total Liquid Assets	$22,400,000	= $18,340,000 + $2,210,000 + $1,850,000

--- SECTION B: ESTIMATED ADMINISTRATION COSTS ---

Calderwood & Harkness LLP — legal fees (flat engagement fee)	$185,000	Matter No. 1026-00005
Pinnacle Valuation Group LLC — appraisal fees (3 parcels)	$34,500	Reports PVG-2024-0441, -0442, -0443
Trident National Title Corp. — title insurance premiums (3 policies)	$47,200	Owner's policies for all 3 parcels
Real-property transfer taxes	$84,450	Halsey St. NYC RPTT $59,850 + Fenimore Rd. NYS $24,600
Halford & Kline CPAs — final Form 1041 preparation	$12,800	Lorraine M. Casella, CPA, Engagement Partner
Recording fees and miscellaneous costs	$3,600
Total Estimated Administration Costs	$367,550	= $185,000 + $34,500 + $47,200 + $84,450 + $12,800 + $3,600

--- SECTION C: NET LIQUID ASSETS AVAILABLE FOR EQUALIZATION ---

Total Liquid Assets	$22,400,000	From Section A
Less: Total Estimated Administration Costs	($367,550)	From Section B
Net Liquid Assets Available	$22,032,450	= $22,400,000 − $367,550

--- SECTION D: PER-BENEFICIARY EQUALIZATION COMPUTATION (BEFORE COST DEDUCTIONS) ---

Margot S. Briarwood

Pro-rata entitlement (45% of $41,500,000)	$18,675,000
Less: In-kind real-estate distributions	($12,950,000)	14 Waverly Place ($8,750,000) + 602 Halsey Street ($4,200,000)
Gross cash equalization payment	$5,725,000	= $18,675,000 − $12,950,000

Tobias E. Briarwood

Pro-rata entitlement (35% of $41,500,000)	$14,525,000
Less: In-kind real-estate distribution	($6,150,000)	27 Fenimore Road ($6,150,000)
Gross cash equalization payment	$8,375,000	= $14,525,000 − $6,150,000

Nadia Briarwood-Chen

Pro-rata entitlement (20% of $41,500,000)	$8,300,000
Less: In-kind real-estate distribution	$0	No real estate distributed
Gross cash equalization payment	$8,300,000	= $8,300,000 − $0
Total Gross Cash Equalization Payments	$22,400,000	= $5,725,000 + $8,375,000 + $8,300,000

--- SECTION E: VERIFICATION ---

Total in-kind distributions (real estate FMV)	$19,100,000	From Real Estate Allocation tab
Total gross cash equalization	$22,400,000	From Section D
Total gross distributions	$41,500,000	= $19,100,000 + $22,400,000
Total trust corpus	$41,500,000	Must equal total gross distributions
Variance	$0	= $41,500,000 − $41,500,000

Note: Administration costs of $367,550 are borne by Trust corpus and deducted from the liquid-asset pool, reducing cash equalization payments proportionally among beneficiaries. Actual net wire amounts on April 22, 2024 will reflect these deductions.

Note: Cash equalization payments to be wired from Caldwell Fiduciary Services Inc. Trust Account No. CFT-00298174 on or about April 22, 2024, subject to execution of the Consent and Distribution Agreement.

Record

Matter1026-00005

ClientBriarwood Family Office LLC

Practice areaM&A / Corporate

FolderTransaction Documents

Typexlsx

Size10 KB

Parties

New York CorpTotal Trust CorpCaldwell Fiduciary Services IncHarkness LLPBriarwood Family Office LLCStein LLPWaverly Place Owners CorpPinnacle Valuation Group LLC

Dates

December 31, 2023January 22, 2024April 8, 2024March 1, 2024December 31, 2015February 14, 2024

Amounts

$41,500,000$18,675,000$14,525,000$8,300,000$8,750,000$1,620,000

[sheet: Beneficial Interests]
Beneficiary | Residence Address | Percentage Interest | Pro-Rata Entitlement | Notes
ELDON M. BRIARWOOD IRREVOCABLE FAMILY TRUST
Trust EIN: 13-7284915
Date of Creation: June 12, 1998
Governing Law: New York
Corpus Valuation Date: December 31, 2023
Total Trust Corpus: $41,500,000
Institutional Co-Trustee: Caldwell Fiduciary Services Inc.
Successor Individual Trustee: Margot S. Briarwood (effective January 22, 2024)
Prepared by: Rafael Dominguez, Calderwood & Harkness LLP
Matter No.: 1026-00005
Reference: Exhibit to Consent and Distribution Agreement dated April 8, 2024
Margot S. Briarwood | 14 Waverly Place, Unit 4W, New York, NY 10003 | 45% | $18,675,000 | Successor Trustee; Managing Director of Briarwood Family Office LLC
Tobias E. Briarwood | 88 Round Hill Road, Greenwich, CT 06831 | 35% | $14,525,000 | Advisory Board Member, BFO; independently represented by Reedlaw & Stein LLP (Janet C. Okonkwo)
Nadia Briarwood-Chen | 341 Sterling Place, Apt. 3, Brooklyn, NY 11238 | 20% | $8,300,000
TOTAL | 100% | $41,500,000
[sheet: Real Estate Allocation]
Property Address | Property Description | Block / Lot or Section/Block/Lot | County | Appraised FMV | Tax Basis | Unrealized Gain | Appraisal Report No. | Appraisal Date | Appraiser | Assigned Beneficiary | Conveyance Instrument | Transfer Tax Applicable | Transfer Tax Calculation
14 Waverly Place, Unit 4W, New York, NY 10003 | Co-op apartment, 2,400 sq ft; Waverly Place Owners Corp. | N/A (co-op shares) | New York County | $8,750,000 | $1,620,000 | $7,130,000 | PVG-2024-0441 | March 1, 2024 | Derek T. Winstead, MAI — Pinnacle Valuation Group LLC | Margot S. Briarwood | Stock/Lease Assignment (proprietary lease and shares in cooperative corporation) | $0 | Exempt — co-op share transfer exempt from NYC RPTT
602 Halsey Street, Brooklyn, NY 11233 | 4-unit residential brownstone, 4,800 sq ft | Block 1684, Lot 42, Kings County | Kings County | $4,200,000 | $985,000 | $3,215,000 | PVG-2024-0442 | March 1, 2024 | Derek T. Winstead, MAI — Pinnacle Valuation Group LLC | Margot S. Briarwood | Bargain-and-Sale Deed | $59,850 | NYC RPTT at 1.425% × $4,200,000 = $59,850
27 Fenimore Road, Larchmont, NY 10538 | Single-family residence, 5,200 sq ft, 0.82 acres | Section 9, Block 32, Lot 14, Village of Larchmont, Town of Mamaroneck, Westchester County | Westchester County | $6,150,000 | $2,340,000 | $3,810,000 | PVG-2024-0443 | March 1, 2024 | Derek T. Winstead, MAI — Pinnacle Valuation Group LLC | Tobias E. Briarwood | Bargain-and-Sale Deed | $24,600 | NYS transfer tax at $2.00 per $500 = $6,150,000 / $500 × $2 = $24,600
TOTAL | $19,100,000 | $4,945,000 | $14,155,000 | $84,450
Note: In-kind distributions carry over the Trust's tax basis under IRC § 643(e). Grantor trust status terminated December 31, 2015.
Appraisals performed by Pinnacle Valuation Group LLC, engaged by Caldwell Fiduciary Services Inc. on February 14, 2024; delivered March 1, 2024.
Title insurance to be issued by Trident National Title Corp. (Mitchell Fong, VP, Commercial Underwriting) — total premiums $47,200 for 3 policies.
[sheet: Cash Equalization]
Line Item / Beneficiary | Amount | Calculation / Reference
--- SECTION A: SOURCE OF LIQUID ASSETS ---
Marketable securities (custody at Caldwell Fiduciary Services Inc., Acct. CFT-00298174) | $18,340,000 | Per Trust records as of 12/31/2023
Cash and money-market funds | $2,210,000 | Custody at Caldwell
Private-fund interests (Ashgrove Capital Partners Fund III LP) | $1,850,000 | Valued as of 12/31/2023
Total Liquid Assets | $22,400,000 | = $18,340,000 + $2,210,000 + $1,850,000
--- SECTION B: ESTIMATED ADMINISTRATION COSTS ---
Calderwood & Harkness LLP — legal fees (flat engagement fee) | $185,000 | Matter No. 1026-00005
Pinnacle Valuation Group LLC — appraisal fees (3 parcels) | $34,500 | Reports PVG-2024-0441, -0442, -0443
Trident National Title Corp. — title insurance premiums (3 policies) | $47,200 | Owner's policies for all 3 parcels
Real-property transfer taxes | $84,450 | Halsey St. NYC RPTT $59,850 + Fenimore Rd. NYS $24,600
Halford & Kline CPAs — final Form 1041 preparation | $12,800 | Lorraine M. Casella, CPA, Engagement Partner
Recording fees and miscellaneous costs | $3,600
Total Estimated Administration Costs | $367,550 | = $185,000 + $34,500 + $47,200 + $84,450 + $12,800 + $3,600
--- SECTION C: NET LIQUID ASSETS AVAILABLE FOR EQUALIZATION ---
Total Liquid Assets | $22,400,000 | From Section A
Less: Total Estimated Administration Costs | ($367,550) | From Section B
Net Liquid Assets Available | $22,032,450 | = $22,400,000 − $367,550
--- SECTION D: PER-BENEFICIARY EQUALIZATION COMPUTATION (BEFORE COST DEDUCTIONS) ---
Margot S. Briarwood
  Pro-rata entitlement (45% of $41,500,000) | $18,675,000
  Less: In-kind real-estate distributions | ($12,950,000) | 14 Waverly Place ($8,750,000) + 602 Halsey Street ($4,200,000)
  Gross cash equalization payment | $5,725,000 | = $18,675,000 − $12,950,000
Tobias E. Briarwood
  Pro-rata entitlement (35% of $41,500,000) | $14,525,000
  Less: In-kind real-estate distribution | ($6,150,000) | 27 Fenimore Road ($6,150,000)
  Gross cash equalization payment | $8,375,000 | = $14,525,000 − $6,150,000
Nadia Briarwood-Chen
  Pro-rata entitlement (20% of $41,500,000) | $8,300,000
  Less: In-kind real-estate distribution | $0 | No real estate distributed
  Gross cash equalization payment | $8,300,000 | = $8,300,000 − $0
Total Gross Cash Equalization Payments | $22,400,000 | = $5,725,000 + $8,375,000 + $8,300,000
--- SECTION E: VERIFICATION ---
Total in-kind distributions (real estate FMV) | $19,100,000 | From Real Estate Allocation tab
Total gross cash equalization | $22,400,000 | From Section D
Total gross distributions | $41,500,000 | = $19,100,000 + $22,400,000
Total trust corpus | $41,500,000 | Must equal total gross distributions
Variance | $0 | = $41,500,000 − $41,500,000
Note: Administration costs of $367,550 are borne by Trust corpus and deducted from the liquid-asset pool, reducing cash equalization payments proportionally among beneficiaries. Actual net wire amounts on April 22, 2024 will reflect these deductions.
Note: Cash equalization payments to be wired from Caldwell Fiduciary Services Inc. Trust Account No. CFT-00298174 on or about April 22, 2024, subject to execution of the Consent and Distribution Agreement.