1034-00004 · Group Strathmore Corp · Dynasty Trust Documents

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ACCEPTANCE OF APPOINTMENT AS CO-TRUSTEE

CALDWELL FAMILY DYNASTY TRUST

An Irrevocable Trust Established Under the Laws of the State of Delaware

Dated as of April 1, 2023

This instrument constitutes the formal written acceptance by Thomas Robert Caldwell of his appointment as Family Co-Trustee of the Caldwell Family Dynasty Trust, an irrevocable trust established pursuant to that certain Trust Agreement dated April 1, 2023 (the "Trust Agreement"). This Acceptance is executed and delivered in accordance with the terms and conditions of the Trust Agreement and applicable law.

RECITALS

WHEREAS, the following facts and circumstances form the basis for this Acceptance of Appointment:

A. Identification of the Trust

The Caldwell Family Dynasty Trust (the "Trust") is an irrevocable trust created and established pursuant to the Trust Agreement dated April 1, 2023, executed by Jonathan R. Caldwell as Grantor. The Trust has its situs in the State of Delaware and is governed in all respects by the laws of the State of Delaware, including, without limitation, the provisions of 25 Del. C. § 503(a), which provides that the common law rule against perpetuities shall not apply to interests in property held in trust, thereby permitting the Trust to continue in perpetuity. The Trust is intended to serve as a multi-generational dynasty trust for the benefit of the Grantor's descendants and certain other beneficiaries as more fully described in the Trust Agreement.

B. Identification of the Grantor

The Trust was established by Jonathan R. Caldwell (the "Grantor"), an individual currently residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021. The Grantor executed the Trust Agreement on April 1, 2023, and contributed the initial trust property described herein on the same date.

C. Identification of the Accepting Trustee

Thomas Robert Caldwell ("Thomas R. Caldwell" or the "Accepting Trustee"), an individual currently residing at 55 Perry Street, Unit 3, New York, New York 10014, is the son of the Grantor. Thomas R. Caldwell currently serves as Vice President of Acquisitions at Meridian Crest Partners LLC, a private equity firm. Pursuant to the terms of the Trust Agreement, Thomas R. Caldwell has been designated and appointed to serve as the Family Co-Trustee of the Trust.

D. Identification of the Institutional Co-Trustee

Northgate Trust Company of Delaware, a Delaware-chartered trust company with its principal offices located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 (the "Institutional Co-Trustee"), has been appointed to serve as the Institutional Co-Trustee of the Trust pursuant to the Trust Agreement. The primary contact for Trust administration matters at Northgate Trust Company of Delaware is Philip A. Rossiter, Senior Vice President, Trust Administration. Thomas R. Caldwell, in his capacity as Family Co-Trustee, shall serve alongside Northgate Trust Company of Delaware as co-trustees of the Trust (collectively, the "Co-Trustees"), each with the respective powers, duties, and responsibilities allocated to them under the Trust Agreement.

E. Identification of the Trust Protector

Victoria Chambers, a partner at Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, has been appointed to serve as Trust Protector of the Trust (the "Trust Protector"). The Trust Protector serves in a non-fiduciary capacity and holds certain enumerated powers under the Trust Agreement, including, but not limited to, the power to modify administrative provisions of the Trust, to change the situs of the Trust, and to remove and appoint trustees of the Trust.

F. Reference to the Trust Agreement

The Trust Agreement was prepared by Calderwood & Harkness LLP, counsel to the Grantor, under Matter No. 1034-00004. Thomas R. Caldwell acknowledges and represents that he has received a complete copy of the Trust Agreement, together with all schedules and exhibits thereto, and that he has reviewed and read the Trust Agreement in its entirety prior to executing this Acceptance.

NOW, THEREFORE, in consideration of the foregoing recitals and the duties, obligations, and responsibilities set forth in the Trust Agreement and herein, Thomas R. Caldwell hereby states, accepts, represents, and acknowledges as follows:

SECTION 1: ACCEPTANCE OF APPOINTMENT

1.1 Formal Acceptance

Thomas R. Caldwell hereby formally and unconditionally accepts his appointment as Family Co-Trustee of the Caldwell Family Dynasty Trust, effective as of April 1, 2023 (the "Effective Date"). This acceptance is made pursuant to the terms and conditions set forth in Article VI of the Trust Agreement, which governs the appointment, acceptance, resignation, and removal of trustees of the Trust.

Thomas R. Caldwell acknowledges that this acceptance is voluntary and is made with full knowledge, understanding, and appreciation of the duties, responsibilities, obligations, and potential liabilities attendant to the office of co-trustee. Thomas R. Caldwell further acknowledges that he has not been coerced, unduly influenced, or pressured into accepting this appointment and that he does so of his own free will after due deliberation and consideration.

By executing this Acceptance, Thomas R. Caldwell assumes all of the powers, duties, obligations, and responsibilities of the Family Co-Trustee as set forth in the Trust Agreement, subject to the division of responsibilities between the Family Co-Trustee and the Institutional Co-Trustee as more fully described therein and acknowledged in Section 3 of this Acceptance.

1.2 Acknowledgment of Trust Terms and Initial Trust Property

Thomas R. Caldwell acknowledges that the initial trust property contributed to the Trust by the Grantor consists of Five Million Dollars ($5,000,000) in cash, as set forth in Schedule A to the Trust Agreement. This initial contribution was made by the Grantor on April 1, 2023, contemporaneous with the execution of the Trust Agreement.

Thomas R. Caldwell further acknowledges that additional property is expected to be contributed to the Trust in the future upon the termination of the following grantor retained annuity trusts established by the Grantor:

(a) The Caldwell 2023 Securities GRAT ("GRAT A"), which holds a portfolio of publicly traded securities and related investment interests;

(b) The Caldwell 2023 Realty GRAT ("GRAT B"), which holds interests in certain real estate holdings and related investment vehicles; and

(c) The Caldwell 2023 Carried Interest GRAT ("GRAT C"), which holds carried interest and related profit participation interests in investment fund vehicles.

Thomas R. Caldwell understands that the Trust is the designated remainder beneficiary of each of GRAT A, GRAT B, and GRAT C, and that upon the termination of each such GRAT, the remainder interest — representing the appreciation and growth in excess of the applicable Section 7520 hurdle rate over the annuity term — will pass to the Trust and become part of the trust corpus. Thomas R. Caldwell acknowledges that the value and composition of such remainder interests cannot be determined with certainty at this time and will depend upon market conditions, investment performance, and other factors during the respective GRAT terms.

SECTION 2: ACKNOWLEDGMENT OF BENEFICIARIES

2.1 Primary Beneficiaries

Thomas R. Caldwell acknowledges that the Trust Agreement designates the following individuals as the primary beneficiaries of the Trust (the "Primary Beneficiaries"):

(a) Thomas R. Caldwell, residing at 55 Perry Street, Unit 3, New York, New York 10014;

(b) Katherine C. Hartfield, residing at 210 Briarcliff Lane, Greenwich, Connecticut 06830; and

Each of the Primary Beneficiaries is a child of the Grantor.

2.2 Descendant Beneficiaries

Thomas R. Caldwell acknowledges that the issue of each Primary Beneficiary, determined per stirpes, are also beneficiaries of the Trust (the "Descendant Beneficiaries"). As of the date of this Acceptance, the Descendant Beneficiaries include the following current grandchildren of the Grantor:

(a) James W. Hartfield, age 8, a child of Katherine C. Hartfield;

(b) Charlotte M. Hartfield, age 5, a child of Katherine C. Hartfield;

(d) Nora E. Caldwell, age 1, a child of Thomas R. Caldwell.

Thomas R. Caldwell further acknowledges that any future issue of the Primary Beneficiaries, born or adopted after the date of this Acceptance, shall also be Descendant Beneficiaries of the Trust in accordance with the terms of the Trust Agreement and the Beneficiary Designation and Per Stirpes Schedule.

2.3 Spousal Beneficiaries

Thomas R. Caldwell acknowledges that the spouses of the Primary Beneficiaries and the Descendant Beneficiaries are eligible to receive distributions from the Trust solely under the standard of health, education, maintenance, and support ("HEMS"), as that term is defined and limited under the Trust Agreement and as interpreted under applicable provisions of the Internal Revenue Code and Treasury Regulations, and are not eligible for broader discretionary distributions.

2.4 Dual Capacity Acknowledgment

Thomas R. Caldwell specifically acknowledges that he is himself a Primary Beneficiary of the Trust and that he is the father of two Descendant Beneficiaries (Lucas T. Caldwell and Nora E. Caldwell). Thomas R. Caldwell understands the inherent implications and potential conflicts of serving as a co-trustee while also being a beneficiary of the Trust, including the limitations on the exercise of fiduciary discretion that apply to him in his dual capacity. Thomas R. Caldwell affirms that he has carefully considered these implications and accepts the restrictions and recusal requirements set forth in the Trust Agreement and the Distribution Committee Operating Procedures as described further in Section 3 of this Acceptance.

SECTION 3: ACKNOWLEDGMENT OF FIDUCIARY DUTIES AND RESPONSIBILITIES

3.1 General Fiduciary Obligations

Thomas R. Caldwell acknowledges that, by accepting the appointment as Family Co-Trustee, he assumes fiduciary obligations to the beneficiaries of the Trust. These obligations include, without limitation, the following:

(a) Duty of Loyalty. Thomas R. Caldwell shall administer the Trust solely in the interest of the beneficiaries and shall not engage in self-dealing or place his personal interests in conflict with those of the beneficiaries, except as expressly permitted and limited by the terms of the Trust Agreement.

(b) Duty of Impartiality. Thomas R. Caldwell shall act impartially in the administration of the Trust, giving due regard to the respective interests of both current and future beneficiaries, and shall not favor one beneficiary or class of beneficiaries over another except as permitted or directed by the terms of the Trust Agreement.

(c) Duty of Prudent Administration. Thomas R. Caldwell shall administer the Trust with the care, skill, prudence, and diligence that a reasonably prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, consistent with the Uniform Prudent Investor Act as adopted in the State of Delaware (12 Del. C. § 3302).

(d) Duty of Good Faith. Thomas R. Caldwell shall act in good faith and in accordance with the terms and purposes of the Trust Agreement and applicable Delaware law at all times during his service as co-trustee.

(e) Duty to Keep Records and Accounts. Thomas R. Caldwell shall cooperate with the Institutional Co-Trustee in maintaining accurate, complete, and current records and accounts of all aspects of the Trust's administration, including all receipts, disbursements, investments, distributions, and other transactions.

(f) Duty to Provide Information and Accountings. Thomas R. Caldwell shall cooperate with the Institutional Co-Trustee in providing information and accountings to the beneficiaries of the Trust as required by the Trust Agreement and applicable provisions of Delaware law, including 12 Del. C. § 3303 and related statutory provisions governing trust reporting and disclosure.

3.2 Distribution Standard

Thomas R. Caldwell acknowledges that the Trust Agreement establishes health, education, maintenance, and support ("HEMS") as the standard distribution standard applicable to regular or standard distributions from the Trust to the beneficiaries. Thomas R. Caldwell understands that the HEMS standard is an ascertainable standard within the meaning of Sections 2041 and 2514 of the Internal Revenue Code and that distributions made pursuant to this standard must be consistent with the beneficiary's accustomed standard of living and the factors enumerated in the Trust Agreement. Thomas R. Caldwell further understands that distributions to himself, as a beneficiary, must be limited to this ascertainable standard in all cases where he participates in the distribution decision, in order to avoid adverse estate and gift tax consequences.

Broader discretionary distributions — that is, distributions that exceed or are not limited by the HEMS standard — require the approval of the Distribution Committee as described in Section 3.3 below.

3.3 Distribution Committee Role

Thomas R. Caldwell acknowledges that the Trust Agreement establishes a Distribution Committee (the "Distribution Committee") consisting of the following members:

(a) Thomas R. Caldwell;

(b) Katherine C. Hartfield; and

Thomas R. Caldwell acknowledges that unanimous approval of the Distribution Committee is required for any discretionary distribution to a beneficiary that exceeds One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year. Distributions at or below this threshold may be made by the Co-Trustees in accordance with the HEMS standard without separate Distribution Committee approval, subject to the other terms and conditions of the Trust Agreement.

Thomas R. Caldwell further acknowledges that the Distribution Committee has adopted separate Distribution Committee Operating Procedures (the "Operating Procedures") in a separate instrument, and that he has received, reviewed, and read such Operating Procedures in their entirety. Thomas R. Caldwell agrees to comply with the Operating Procedures in all respects during his service as both a member of the Distribution Committee and as Family Co-Trustee.

Thomas R. Caldwell specifically acknowledges the recusal requirements set forth in the Operating Procedures. Pursuant to such requirements, Thomas R. Caldwell shall recuse himself from all Distribution Committee deliberations and votes with respect to any distribution that is being considered for his own benefit or for the benefit of his issue (currently, Lucas T. Caldwell and Nora E. Caldwell). In such circumstances, the remaining members of the Distribution Committee shall act in accordance with the procedures specified in the Operating Procedures for conflicted distributions.

3.4 Co-Trustee Responsibilities and Division of Functions

Thomas R. Caldwell acknowledges that the Trust Agreement provides for a division of responsibilities between the Family Co-Trustee and the Institutional Co-Trustee. In particular, Thomas R. Caldwell acknowledges the following:

(a) Certain administrative functions, including custody of trust assets, preparation of tax returns, maintenance of official trust records and accounts, and compliance with applicable regulatory and reporting requirements, are delegated to or are the primary responsibility of Northgate Trust Company of Delaware as Institutional Co-Trustee.

(b) Certain investment functions, including the execution of investment transactions, rebalancing of the investment portfolio, and implementation of the Investment Policy Statement, are shared between the Co-Trustees or are delegated to the Institutional Co-Trustee in accordance with the Trust Agreement and the Investment Policy Statement.

(c) The Family Co-Trustee shall have primary responsibility for maintaining familiarity with the personal circumstances, needs, and goals of the beneficiaries and for communicating relevant information to the Institutional Co-Trustee to facilitate informed distribution and administrative decisions.

(d) Both Co-Trustees shall cooperate fully with each other in the administration of the Trust, and neither Co-Trustee shall take unilateral action with respect to matters requiring joint action under the Trust Agreement except as expressly permitted therein.

Thomas R. Caldwell further acknowledges that an Investment Policy Statement (the "IPS") has been adopted for the Trust, which was prepared in consultation with Havensbrook Wealth Advisors LLC, an independent registered investment advisory firm. The primary contact for the Trust's investment advisory relationship at Havensbrook Wealth Advisors LLC is Diana R. Linden, CFP®, Managing Director, Family Office Services, whose office is located at 900 Third Avenue, 18th Floor, New York, New York 10022. Thomas R. Caldwell has reviewed the IPS and acknowledges his responsibility to act in accordance with the investment guidelines and objectives set forth therein, subject to periodic review and amendment of the IPS as contemplated by the Trust Agreement.

3.5 Duty Regarding the Trust Protector

Thomas R. Caldwell acknowledges the authority of the Trust Protector, Victoria Chambers of Calderwood & Harkness LLP, as set forth in the Trust Agreement. The Trust Protector holds certain enumerated powers, including, without limitation:

(a) The power to modify administrative provisions of the Trust Agreement;

(b) The power to change the situs of the Trust to another jurisdiction; and

(c) The power to remove and appoint trustees of the Trust, including both the Family Co-Trustee and the Institutional Co-Trustee.

Thomas R. Caldwell acknowledges that the Trust Protector exercises these powers in a non-fiduciary capacity and that the Trust Protector is not subject to the same fiduciary duties and standards of care that apply to the Co-Trustees. Thomas R. Caldwell further acknowledges that the Trust Protector's exercise of any of the foregoing powers does not relieve the Co-Trustees of their respective fiduciary obligations to the beneficiaries, and that the Co-Trustees remain fully accountable for the administration of the Trust in accordance with the Trust Agreement and applicable law, regardless of any action taken by the Trust Protector.

SECTION 4: REPRESENTATIONS AND ACKNOWLEDGMENTS

4.1 Review of Governing Documents

Thomas R. Caldwell represents and warrants that he has received, reviewed, and read each of the following documents in their entirety prior to executing this Acceptance:

(a) The Caldwell Family Dynasty Trust Agreement dated April 1, 2023, including all articles, sections, schedules, and exhibits thereto;

(b) Schedule A to the Trust Agreement (Initial Trust Property), reflecting the Grantor's initial contribution of Five Million Dollars ($5,000,000) in cash;

(c) The Distribution Committee Operating Procedures, adopted as a separate instrument in connection with the establishment of the Trust;

(d) The Investment Policy Statement, prepared in consultation with Havensbrook Wealth Advisors LLC; and

(e) The Beneficiary Designation and Per Stirpes Schedule, identifying all current beneficiaries and the per stirpes distribution provisions applicable to the Trust.

Thomas R. Caldwell confirms that he has had a reasonable opportunity to ask questions and seek clarification regarding the terms and provisions of each of the foregoing documents, and that he has a sufficient understanding of their contents to undertake his duties and responsibilities as Family Co-Trustee.

4.2 Legal Capacity

Thomas R. Caldwell represents and warrants that he is over the age of eighteen (18) years, is of sound mind, and has the full legal capacity to serve as co-trustee of the Trust. Thomas R. Caldwell further represents that there are no legal impediments, conflicts of interest (other than those expressly disclosed and addressed in this Acceptance and the Trust Agreement), court orders, judgments, decrees, or other legal restrictions that would prevent, prohibit, or limit his ability to serve as Family Co-Trustee or to perform the duties and responsibilities associated with such office.

4.3 Potential Conflicts of Interest

Thomas R. Caldwell acknowledges and discloses the following potential conflicts of interest arising from his dual capacity as Family Co-Trustee and beneficiary of the Trust:

(a) Thomas R. Caldwell is a Primary Beneficiary of the Trust and is eligible to receive distributions from the Trust during his lifetime in accordance with the terms of the Trust Agreement.

(b) Thomas R. Caldwell is the father of two Descendant Beneficiaries — Lucas T. Caldwell (age 3) and Nora E. Caldwell (age 1) — who are also eligible to receive distributions from the Trust.

(c) The Trust Agreement contains specific provisions addressing the exercise of fiduciary discretion when a co-trustee is also a beneficiary. In particular, Thomas R. Caldwell acknowledges that any distribution to himself from the Trust, to the extent he participates in the distribution decision in his capacity as co-trustee, must be limited to the ascertainable standard of health, education, maintenance, and support (HEMS), as required by the Trust Agreement and as necessary to avoid adverse estate and gift tax consequences under Sections 2041 and 2514 of the Internal Revenue Code.

(d) Thomas R. Caldwell acknowledges and agrees that he will recuse himself from all Distribution Committee deliberations and votes with respect to distributions considered for his own benefit or for the benefit of his issue (Lucas T. Caldwell and Nora E. Caldwell), as required by the Distribution Committee Operating Procedures.

Thomas R. Caldwell understands and agrees that the foregoing conflict-of-interest provisions are material to the proper administration of the Trust and that compliance with such provisions is essential to maintaining the intended tax treatment and fiduciary integrity of the Trust.

4.4 Independent Counsel Advisement

Thomas R. Caldwell acknowledges that he has been advised, both by representatives of Calderwood & Harkness LLP (counsel to the Grantor) and by the Institutional Co-Trustee, of his right to seek independent legal counsel regarding his acceptance of the Family Co-Trustee role, the scope and nature of his fiduciary obligations, the potential conflicts of interest described herein, and the personal liabilities that may arise from service as a co-trustee.

Thomas R. Caldwell states that he has consulted with independent legal counsel of his own choosing — specifically, Margaret A. Forsythe, Esq., of Forsythe & Calloway LLP, 330 Madison Avenue, 20th Floor, New York, New York 10017 — regarding the matters described in this Acceptance, and that he is satisfied that he has a sufficient understanding of his rights, obligations, and potential liabilities to make an informed decision to accept the appointment as Family Co-Trustee.

SECTION 5: SUCCESSOR TRUSTEE PROVISIONS

Thomas R. Caldwell acknowledges and understands the provisions of the Trust Agreement governing the resignation, removal, and appointment of successor trustees. In particular, Thomas R. Caldwell acknowledges the following:

(a) Resignation. Thomas R. Caldwell may resign as Family Co-Trustee at any time by delivering written notice of his resignation to the Institutional Co-Trustee, the Trust Protector, and each adult beneficiary of the Trust then entitled to receive notice under the Trust Agreement. Such resignation shall take effect on the date specified in the notice, provided that such date shall not be earlier than thirty (30) days following delivery of the notice, unless the Trust Protector consents in writing to an earlier effective date.

(b) Removal. The Trust Protector holds the power to remove the Family Co-Trustee at any time and for any reason, in the Trust Protector's sole and absolute discretion, without the necessity of cause. Thomas R. Caldwell acknowledges this removal power and agrees to cooperate fully in any transition of duties and responsibilities to a successor trustee in the event of his removal.

(c) Appointment of Successor. In the event of the resignation, removal, incapacity, or death of Thomas R. Caldwell as Family Co-Trustee, the Trust Protector shall have the power to appoint a successor Family Co-Trustee in accordance with the procedures set forth in the Trust Agreement. Pending the appointment and acceptance of a successor, the Institutional Co-Trustee shall serve as sole trustee of the Trust with all powers and responsibilities of both Co-Trustees.

Thomas R. Caldwell further acknowledges his obligation, upon resignation or removal, to deliver to the successor trustee or to the Institutional Co-Trustee all trust property, records, documents, and information in his possession or control, and to execute all instruments and take all actions reasonably necessary to effect the orderly transition of the trusteeship.

SECTION 6: COMPENSATION AND EXPENSES

6.1 Compensation. Thomas R. Caldwell acknowledges the terms of compensation for the Family Co-Trustee as set forth in the Trust Agreement. To the extent the Trust Agreement provides for compensation to the Family Co-Trustee, Thomas R. Caldwell shall be entitled to receive such compensation in the amounts and at the times specified therein. To the extent the Trust Agreement provides that the Family Co-Trustee shall serve without compensation, Thomas R. Caldwell acknowledges and accepts such provision. Any modification of the compensation arrangement for the Family Co-Trustee shall be made only in accordance with the amendment or modification procedures set forth in the Trust Agreement or as directed by the Trust Protector in the exercise of her powers.

6.2 Reimbursement of Expenses

Thomas R. Caldwell acknowledges and affirms his right to reimbursement from the Trust for all reasonable and necessary out-of-pocket expenses incurred in connection with the administration of the Trust, including, without limitation, travel expenses, professional fees (including legal, accounting, and investment advisory fees) incurred on behalf of the Trust, and other costs directly related to the performance of his duties as Family Co-Trustee. All requests for expense reimbursement shall be documented and submitted to the Institutional Co-Trustee in accordance with the procedures established by the Co-Trustees.

SECTION 7: GOVERNING LAW

This Acceptance of Appointment as Co-Trustee shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws, consistent with the situs of the Caldwell Family Dynasty Trust as established under the Trust Agreement. Any dispute arising out of or relating to this Acceptance or the duties and obligations of the Family Co-Trustee shall be resolved in accordance with the dispute resolution provisions set forth in the Trust Agreement and, to the extent applicable, the jurisdiction and venue provisions of Delaware law.

SECTION 8: MISCELLANEOUS

8.1 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Acceptance or in connection with the administration of the Trust shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier service, or sent by United States certified or registered mail, return receipt requested, postage prepaid, to the following addresses:

To the Family Co-Trustee:

Thomas Robert Caldwell 55 Perry Street, Unit 3 New York, New York 10014

or to such other address as Thomas R. Caldwell may designate from time to time by written notice delivered to the Institutional Co-Trustee and the Trust Protector.

To the Institutional Co-Trustee:

Northgate Trust Company of Delaware 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801

Attn: Philip A. Rossiter, Senior Vice President, Trust Administration

To the Trust Protector:

Victoria Chambers Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

8.2 Counterparts. This Acceptance may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Acceptance by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of an originally executed counterpart.

8.3 Entire Understanding

This Acceptance, together with the Trust Agreement and the schedules, exhibits, and separate instruments referenced herein (including the Distribution Committee Operating Procedures, the Investment Policy Statement, and the Beneficiary Designation and Per Stirpes Schedule), constitutes the full and complete understanding of Thomas R. Caldwell with respect to his role, duties, obligations, and responsibilities as Family Co-Trustee of the Caldwell Family Dynasty Trust. This Acceptance is not intended to modify, amend, or supersede any provision of the Trust Agreement. In the event of any conflict between the terms of this Acceptance and the terms of the Trust Agreement, the Trust Agreement shall control.

8.4 Severability. If any provision of this Acceptance is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Acceptance, and this Acceptance shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO ACCEPTANCE OF APPOINTMENT AS CO-TRUSTEE CALDWELL FAMILY DYNASTY TRUST

IN WITNESS WHEREOF, the undersigned has executed this Acceptance of Appointment as Co-Trustee as of the date set forth below, intending to be legally bound hereby.

FAMILY CO-TRUSTEE:

________________________________________

Thomas Robert Caldwell

Date: April 1, 2023

Address: 55 Perry Street, Unit 3

New York, New York 10014

NOTARIAL ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

On this 1st day of April, 2023, before me, the undersigned notary public, personally appeared Thomas Robert Caldwell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of New York

Print Name: ________

My Commission Expires: ________

Notary Registration No.: ________

[NOTARIAL SEAL]

RECEIPT AND ACKNOWLEDGMENT BY INSTITUTIONAL CO-TRUSTEE

The undersigned, Northgate Trust Company of Delaware, in its capacity as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of this Acceptance of Appointment as Co-Trustee executed by Thomas Robert Caldwell. Northgate Trust Company of Delaware confirms that, upon the execution and delivery of this Acceptance, Thomas Robert Caldwell is duly accepted as Family Co-Trustee of the Trust and that both Co-Trustees are authorized to act in accordance with the Trust Agreement.

NORTHGATE TRUST COMPANY OF DELAWARE

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: ________

Address: 1201 North Market Street, Suite 1600

Wilmington, Delaware 19801

RECEIPT AND ACKNOWLEDGMENT BY GRANTOR

The undersigned, Jonathan R. Caldwell, in his capacity as Grantor of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of this Acceptance of Appointment as Co-Trustee executed by Thomas Robert Caldwell and confirms that the acceptance is consistent with the Grantor's designation of Thomas Robert Caldwell as Family Co-Trustee under the Trust Agreement dated April 1, 2023. This acknowledgment by the Grantor is made for informational purposes only and does not constitute the exercise of any power or authority retained by the Grantor under the Trust Agreement, nor does it create or imply any ongoing right of the Grantor to direct or control the administration of the Trust.

GRANTOR:

________________________________________

Jonathan R. Caldwell

Date: ________

Address: 418 East 72nd Street, Apt. 14A

New York, New York 10021

Prepared by Calderwood & Harkness LLP

ACCEPTANCE OF APPOINTMENT AS CO-TRUSTEE
CALDWELL FAMILY DYNASTY TRUST
An Irrevocable Trust Established Under the Laws of the State of Delaware
Dated as of April 1, 2023
This instrument constitutes the formal written acceptance by Thomas Robert Caldwell of his appointment as Family Co-Trustee of the Caldwell Family Dynasty Trust, an irrevocable trust established pursuant to that certain Trust Agreement dated April 1, 2023 (the "Trust Agreement"). This Acceptance is executed and delivered in accordance with the terms and conditions of the Trust Agreement and applicable law.
RECITALS
WHEREAS, the following facts and circumstances form the basis for this Acceptance of Appointment:
A. Identification of the Trust
The Caldwell Family Dynasty Trust (the "Trust") is an irrevocable trust created and established pursuant to the Trust Agreement dated April 1, 2023, executed by Jonathan R. Caldwell as Grantor. The Trust has its situs in the State of Delaware and is governed in all respects by the laws of the State of Delaware, including, without limitation, the provisions of 25 Del. C. § 503(a), which provides that the common law rule against perpetuities shall not apply to interests in property held in trust, thereby permitting the Trust to continue in perpetuity. The Trust is intended to serve as a multi-generational dynasty trust for the benefit of the Grantor's descendants and certain other beneficiaries as more fully described in the Trust Agreement.
B. Identification of the Grantor
The Trust was established by Jonathan R. Caldwell (the "Grantor"), an individual currently residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021. The Grantor executed the Trust Agreement on April 1, 2023, and contributed the initial trust property described herein on the same date.
C. Identification of the Accepting Trustee
Thomas Robert Caldwell ("Thomas R. Caldwell" or the "Accepting Trustee"), an individual currently residing at 55 Perry Street, Unit 3, New York, New York 10014, is the son of the Grantor. Thomas R. Caldwell currently serves as Vice President of Acquisitions at Meridian Crest Partners LLC, a private equity firm. Pursuant to the terms of the Trust Agreement, Thomas R. Caldwell has been designated and appointed to serve as the Family Co-Trustee of the Trust.
D. Identification of the Institutional Co-Trustee
Northgate Trust Company of Delaware, a Delaware-chartered trust company with its principal offices located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 (the "Institutional Co-Trustee"), has been appointed to serve as the Institutional Co-Trustee of the Trust pursuant to the Trust Agreement. The primary contact for Trust administration matters at Northgate Trust Company of Delaware is Philip A. Rossiter, Senior Vice President, Trust Administration. Thomas R. Caldwell, in his capacity as Family Co-Trustee, shall serve alongside Northgate Trust Company of Delaware as co-trustees of the Trust (collectively, the "Co-Trustees"), each with the respective powers, duties, and responsibilities allocated to them under the Trust Agreement.
E. Identification of the Trust Protector
Victoria Chambers, a partner at Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, has been appointed to serve as Trust Protector of the Trust (the "Trust Protector"). The Trust Protector serves in a non-fiduciary capacity and holds certain enumerated powers under the Trust Agreement, including, but not limited to, the power to modify administrative provisions of the Trust, to change the situs of the Trust, and to remove and appoint trustees of the Trust.
F. Reference to the Trust Agreement
The Trust Agreement was prepared by Calderwood & Harkness LLP, counsel to the Grantor, under Matter No. 1034-00004. Thomas R. Caldwell acknowledges and represents that he has received a complete copy of the Trust Agreement, together with all schedules and exhibits thereto, and that he has reviewed and read the Trust Agreement in its entirety prior to executing this Acceptance.
NOW, THEREFORE, in consideration of the foregoing recitals and the duties, obligations, and responsibilities set forth in the Trust Agreement and herein, Thomas R. Caldwell hereby states, accepts, represents, and acknowledges as follows:
SECTION 1: ACCEPTANCE OF APPOINTMENT
1.1 Formal Acceptance
Thomas R. Caldwell hereby formally and unconditionally accepts his appointment as Family Co-Trustee of the Caldwell Family Dynasty Trust, effective as of April 1, 2023 (the "Effective Date"). This acceptance is made pursuant to the terms and conditions set forth in Article VI of the Trust Agreement, which governs the appointment, acceptance, resignation, and removal of trustees of the Trust.
Thomas R. Caldwell acknowledges that this acceptance is voluntary and is made with full knowledge, understanding, and appreciation of the duties, responsibilities, obligations, and potential liabilities attendant to the office of co-trustee. Thomas R. Caldwell further acknowledges that he has not been coerced, unduly influenced, or pressured into accepting this appointment and that he does so of his own free will after due deliberation and consideration.
By executing this Acceptance, Thomas R. Caldwell assumes all of the powers, duties, obligations, and responsibilities of the Family Co-Trustee as set forth in the Trust Agreement, subject to the division of responsibilities between the Family Co-Trustee and the Institutional Co-Trustee as more fully described therein and acknowledged in Section 3 of this Acceptance.
1.2 Acknowledgment of Trust Terms and Initial Trust Property
Thomas R. Caldwell acknowledges that the initial trust property contributed to the Trust by the Grantor consists of Five Million Dollars ($5,000,000) in cash, as set forth in Schedule A to the Trust Agreement. This initial contribution was made by the Grantor on April 1, 2023, contemporaneous with the execution of the Trust Agreement.
Thomas R. Caldwell further acknowledges that additional property is expected to be contributed to the Trust in the future upon the termination of the following grantor retained annuity trusts established by the Grantor:
(a) The Caldwell 2023 Securities GRAT ("GRAT A"), which holds a portfolio of publicly traded securities and related investment interests;
(b) The Caldwell 2023 Realty GRAT ("GRAT B"), which holds interests in certain real estate holdings and related investment vehicles; and
(c) The Caldwell 2023 Carried Interest GRAT ("GRAT C"), which holds carried interest and related profit participation interests in investment fund vehicles.
Thomas R. Caldwell understands that the Trust is the designated remainder beneficiary of each of GRAT A, GRAT B, and GRAT C, and that upon the termination of each such GRAT, the remainder interest — representing the appreciation and growth in excess of the applicable Section 7520 hurdle rate over the annuity term — will pass to the Trust and become part of the trust corpus. Thomas R. Caldwell acknowledges that the value and composition of such remainder interests cannot be determined with certainty at this time and will depend upon market conditions, investment performance, and other factors during the respective GRAT terms.
SECTION 2: ACKNOWLEDGMENT OF BENEFICIARIES
2.1 Primary Beneficiaries
Thomas R. Caldwell acknowledges that the Trust Agreement designates the following individuals as the primary beneficiaries of the Trust (the "Primary Beneficiaries"):
(a) Thomas R. Caldwell, residing at 55 Perry Street, Unit 3, New York, New York 10014;
(b) Katherine C. Hartfield, residing at 210 Briarcliff Lane, Greenwich, Connecticut 06830; and
(c) Olivia G. Caldwell, residing at 1240 North Dearborn Street, Apt. 807, Chicago, Illinois 60610.
Each of the Primary Beneficiaries is a child of the Grantor.
2.2 Descendant Beneficiaries
Thomas R. Caldwell acknowledges that the issue of each Primary Beneficiary, determined per stirpes, are also beneficiaries of the Trust (the "Descendant Beneficiaries"). As of the date of this Acceptance, the Descendant Beneficiaries include the following current grandchildren of the Grantor:
(a) James W. Hartfield, age 8, a child of Katherine C. Hartfield;
(b) Charlotte M. Hartfield, age 5, a child of Katherine C. Hartfield;
(c) Lucas T. Caldwell, age 3, a child of Thomas R. Caldwell; and
(d) Nora E. Caldwell, age 1, a child of Thomas R. Caldwell.
Thomas R. Caldwell further acknowledges that any future issue of the Primary Beneficiaries, born or adopted after the date of this Acceptance, shall also be Descendant Beneficiaries of the Trust in accordance with the terms of the Trust Agreement and the Beneficiary Designation and Per Stirpes Schedule.
2.3 Spousal Beneficiaries
Thomas R. Caldwell acknowledges that the spouses of the Primary Beneficiaries and the Descendant Beneficiaries are eligible to receive distributions from the Trust solely under the standard of health, education, maintenance, and support ("HEMS"), as that term is defined and limited under the Trust Agreement and as interpreted under applicable provisions of the Internal Revenue Code and Treasury Regulations, and are not eligible for broader discretionary distributions.
2.4 Dual Capacity Acknowledgment
Thomas R. Caldwell specifically acknowledges that he is himself a Primary Beneficiary of the Trust and that he is the father of two Descendant Beneficiaries (Lucas T. Caldwell and Nora E. Caldwell). Thomas R. Caldwell understands the inherent implications and potential conflicts of serving as a co-trustee while also being a beneficiary of the Trust, including the limitations on the exercise of fiduciary discretion that apply to him in his dual capacity. Thomas R. Caldwell affirms that he has carefully considered these implications and accepts the restrictions and recusal requirements set forth in the Trust Agreement and the Distribution Committee Operating Procedures as described further in Section 3 of this Acceptance.
SECTION 3: ACKNOWLEDGMENT OF FIDUCIARY DUTIES AND RESPONSIBILITIES
3.1 General Fiduciary Obligations
Thomas R. Caldwell acknowledges that, by accepting the appointment as Family Co-Trustee, he assumes fiduciary obligations to the beneficiaries of the Trust. These obligations include, without limitation, the following:
(a) Duty of Loyalty. Thomas R. Caldwell shall administer the Trust solely in the interest of the beneficiaries and shall not engage in self-dealing or place his personal interests in conflict with those of the beneficiaries, except as expressly permitted and limited by the terms of the Trust Agreement.
(b) Duty of Impartiality. Thomas R. Caldwell shall act impartially in the administration of the Trust, giving due regard to the respective interests of both current and future beneficiaries, and shall not favor one beneficiary or class of beneficiaries over another except as permitted or directed by the terms of the Trust Agreement.
(c) Duty of Prudent Administration. Thomas R. Caldwell shall administer the Trust with the care, skill, prudence, and diligence that a reasonably prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, consistent with the Uniform Prudent Investor Act as adopted in the State of Delaware (12 Del. C. § 3302).
(d) Duty of Good Faith. Thomas R. Caldwell shall act in good faith and in accordance with the terms and purposes of the Trust Agreement and applicable Delaware law at all times during his service as co-trustee.
(e) Duty to Keep Records and Accounts. Thomas R. Caldwell shall cooperate with the Institutional Co-Trustee in maintaining accurate, complete, and current records and accounts of all aspects of the Trust's administration, including all receipts, disbursements, investments, distributions, and other transactions.
(f) Duty to Provide Information and Accountings. Thomas R. Caldwell shall cooperate with the Institutional Co-Trustee in providing information and accountings to the beneficiaries of the Trust as required by the Trust Agreement and applicable provisions of Delaware law, including 12 Del. C. § 3303 and related statutory provisions governing trust reporting and disclosure.
3.2 Distribution Standard
Thomas R. Caldwell acknowledges that the Trust Agreement establishes health, education, maintenance, and support ("HEMS") as the standard distribution standard applicable to regular or standard distributions from the Trust to the beneficiaries. Thomas R. Caldwell understands that the HEMS standard is an ascertainable standard within the meaning of Sections 2041 and 2514 of the Internal Revenue Code and that distributions made pursuant to this standard must be consistent with the beneficiary's accustomed standard of living and the factors enumerated in the Trust Agreement. Thomas R. Caldwell further understands that distributions to himself, as a beneficiary, must be limited to this ascertainable standard in all cases where he participates in the distribution decision, in order to avoid adverse estate and gift tax consequences.
Broader discretionary distributions — that is, distributions that exceed or are not limited by the HEMS standard — require the approval of the Distribution Committee as described in Section 3.3 below.
3.3 Distribution Committee Role
Thomas R. Caldwell acknowledges that the Trust Agreement establishes a Distribution Committee (the "Distribution Committee") consisting of the following members:
(a) Thomas R. Caldwell;
(b) Katherine C. Hartfield; and
(c) Olivia G. Caldwell.
Thomas R. Caldwell acknowledges that unanimous approval of the Distribution Committee is required for any discretionary distribution to a beneficiary that exceeds One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year. Distributions at or below this threshold may be made by the Co-Trustees in accordance with the HEMS standard without separate Distribution Committee approval, subject to the other terms and conditions of the Trust Agreement.
Thomas R. Caldwell further acknowledges that the Distribution Committee has adopted separate Distribution Committee Operating Procedures (the "Operating Procedures") in a separate instrument, and that he has received, reviewed, and read such Operating Procedures in their entirety. Thomas R. Caldwell agrees to comply with the Operating Procedures in all respects during his service as both a member of the Distribution Committee and as Family Co-Trustee.
Thomas R. Caldwell specifically acknowledges the recusal requirements set forth in the Operating Procedures. Pursuant to such requirements, Thomas R. Caldwell shall recuse himself from all Distribution Committee deliberations and votes with respect to any distribution that is being considered for his own benefit or for the benefit of his issue (currently, Lucas T. Caldwell and Nora E. Caldwell). In such circumstances, the remaining members of the Distribution Committee shall act in accordance with the procedures specified in the Operating Procedures for conflicted distributions.
3.4 Co-Trustee Responsibilities and Division of Functions
Thomas R. Caldwell acknowledges that the Trust Agreement provides for a division of responsibilities between the Family Co-Trustee and the Institutional Co-Trustee. In particular, Thomas R. Caldwell acknowledges the following:
(a) Certain administrative functions, including custody of trust assets, preparation of tax returns, maintenance of official trust records and accounts, and compliance with applicable regulatory and reporting requirements, are delegated to or are the primary responsibility of Northgate Trust Company of Delaware as Institutional Co-Trustee.
(b) Certain investment functions, including the execution of investment transactions, rebalancing of the investment portfolio, and implementation of the Investment Policy Statement, are shared between the Co-Trustees or are delegated to the Institutional Co-Trustee in accordance with the Trust Agreement and the Investment Policy Statement.
(c) The Family Co-Trustee shall have primary responsibility for maintaining familiarity with the personal circumstances, needs, and goals of the beneficiaries and for communicating relevant information to the Institutional Co-Trustee to facilitate informed distribution and administrative decisions.
(d) Both Co-Trustees shall cooperate fully with each other in the administration of the Trust, and neither Co-Trustee shall take unilateral action with respect to matters requiring joint action under the Trust Agreement except as expressly permitted therein.
Thomas R. Caldwell further acknowledges that an Investment Policy Statement (the "IPS") has been adopted for the Trust, which was prepared in consultation with Havensbrook Wealth Advisors LLC, an independent registered investment advisory firm. The primary contact for the Trust's investment advisory relationship at Havensbrook Wealth Advisors LLC is Diana R. Linden, CFP®, Managing Director, Family Office Services, whose office is located at 900 Third Avenue, 18th Floor, New York, New York 10022. Thomas R. Caldwell has reviewed the IPS and acknowledges his responsibility to act in accordance with the investment guidelines and objectives set forth therein, subject to periodic review and amendment of the IPS as contemplated by the Trust Agreement.
3.5 Duty Regarding the Trust Protector
Thomas R. Caldwell acknowledges the authority of the Trust Protector, Victoria Chambers of Calderwood & Harkness LLP, as set forth in the Trust Agreement. The Trust Protector holds certain enumerated powers, including, without limitation:
(a) The power to modify administrative provisions of the Trust Agreement;
(b) The power to change the situs of the Trust to another jurisdiction; and
(c) The power to remove and appoint trustees of the Trust, including both the Family Co-Trustee and the Institutional Co-Trustee.
Thomas R. Caldwell acknowledges that the Trust Protector exercises these powers in a non-fiduciary capacity and that the Trust Protector is not subject to the same fiduciary duties and standards of care that apply to the Co-Trustees. Thomas R. Caldwell further acknowledges that the Trust Protector's exercise of any of the foregoing powers does not relieve the Co-Trustees of their respective fiduciary obligations to the beneficiaries, and that the Co-Trustees remain fully accountable for the administration of the Trust in accordance with the Trust Agreement and applicable law, regardless of any action taken by the Trust Protector.
SECTION 4: REPRESENTATIONS AND ACKNOWLEDGMENTS
4.1 Review of Governing Documents
Thomas R. Caldwell represents and warrants that he has received, reviewed, and read each of the following documents in their entirety prior to executing this Acceptance:
(a) The Caldwell Family Dynasty Trust Agreement dated April 1, 2023, including all articles, sections, schedules, and exhibits thereto;
(b) Schedule A to the Trust Agreement (Initial Trust Property), reflecting the Grantor's initial contribution of Five Million Dollars ($5,000,000) in cash;
(c) The Distribution Committee Operating Procedures, adopted as a separate instrument in connection with the establishment of the Trust;
(d) The Investment Policy Statement, prepared in consultation with Havensbrook Wealth Advisors LLC; and
(e) The Beneficiary Designation and Per Stirpes Schedule, identifying all current beneficiaries and the per stirpes distribution provisions applicable to the Trust.
Thomas R. Caldwell confirms that he has had a reasonable opportunity to ask questions and seek clarification regarding the terms and provisions of each of the foregoing documents, and that he has a sufficient understanding of their contents to undertake his duties and responsibilities as Family Co-Trustee.
4.2 Legal Capacity
Thomas R. Caldwell represents and warrants that he is over the age of eighteen (18) years, is of sound mind, and has the full legal capacity to serve as co-trustee of the Trust. Thomas R. Caldwell further represents that there are no legal impediments, conflicts of interest (other than those expressly disclosed and addressed in this Acceptance and the Trust Agreement), court orders, judgments, decrees, or other legal restrictions that would prevent, prohibit, or limit his ability to serve as Family Co-Trustee or to perform the duties and responsibilities associated with such office.
4.3 Potential Conflicts of Interest
Thomas R. Caldwell acknowledges and discloses the following potential conflicts of interest arising from his dual capacity as Family Co-Trustee and beneficiary of the Trust:
(a) Thomas R. Caldwell is a Primary Beneficiary of the Trust and is eligible to receive distributions from the Trust during his lifetime in accordance with the terms of the Trust Agreement.
(b) Thomas R. Caldwell is the father of two Descendant Beneficiaries — Lucas T. Caldwell (age 3) and Nora E. Caldwell (age 1) — who are also eligible to receive distributions from the Trust.
(c) The Trust Agreement contains specific provisions addressing the exercise of fiduciary discretion when a co-trustee is also a beneficiary. In particular, Thomas R. Caldwell acknowledges that any distribution to himself from the Trust, to the extent he participates in the distribution decision in his capacity as co-trustee, must be limited to the ascertainable standard of health, education, maintenance, and support (HEMS), as required by the Trust Agreement and as necessary to avoid adverse estate and gift tax consequences under Sections 2041 and 2514 of the Internal Revenue Code.
(d) Thomas R. Caldwell acknowledges and agrees that he will recuse himself from all Distribution Committee deliberations and votes with respect to distributions considered for his own benefit or for the benefit of his issue (Lucas T. Caldwell and Nora E. Caldwell), as required by the Distribution Committee Operating Procedures.
Thomas R. Caldwell understands and agrees that the foregoing conflict-of-interest provisions are material to the proper administration of the Trust and that compliance with such provisions is essential to maintaining the intended tax treatment and fiduciary integrity of the Trust.
4.4 Independent Counsel Advisement
Thomas R. Caldwell acknowledges that he has been advised, both by representatives of Calderwood & Harkness LLP (counsel to the Grantor) and by the Institutional Co-Trustee, of his right to seek independent legal counsel regarding his acceptance of the Family Co-Trustee role, the scope and nature of his fiduciary obligations, the potential conflicts of interest described herein, and the personal liabilities that may arise from service as a co-trustee.
Thomas R. Caldwell states that he has consulted with independent legal counsel of his own choosing — specifically, Margaret A. Forsythe, Esq., of Forsythe & Calloway LLP, 330 Madison Avenue, 20th Floor, New York, New York 10017 — regarding the matters described in this Acceptance, and that he is satisfied that he has a sufficient understanding of his rights, obligations, and potential liabilities to make an informed decision to accept the appointment as Family Co-Trustee.
SECTION 5: SUCCESSOR TRUSTEE PROVISIONS
Thomas R. Caldwell acknowledges and understands the provisions of the Trust Agreement governing the resignation, removal, and appointment of successor trustees. In particular, Thomas R. Caldwell acknowledges the following:
(a) Resignation. Thomas R. Caldwell may resign as Family Co-Trustee at any time by delivering written notice of his resignation to the Institutional Co-Trustee, the Trust Protector, and each adult beneficiary of the Trust then entitled to receive notice under the Trust Agreement. Such resignation shall take effect on the date specified in the notice, provided that such date shall not be earlier than thirty (30) days following delivery of the notice, unless the Trust Protector consents in writing to an earlier effective date.
(b) Removal. The Trust Protector holds the power to remove the Family Co-Trustee at any time and for any reason, in the Trust Protector's sole and absolute discretion, without the necessity of cause. Thomas R. Caldwell acknowledges this removal power and agrees to cooperate fully in any transition of duties and responsibilities to a successor trustee in the event of his removal.
(c) Appointment of Successor. In the event of the resignation, removal, incapacity, or death of Thomas R. Caldwell as Family Co-Trustee, the Trust Protector shall have the power to appoint a successor Family Co-Trustee in accordance with the procedures set forth in the Trust Agreement. Pending the appointment and acceptance of a successor, the Institutional Co-Trustee shall serve as sole trustee of the Trust with all powers and responsibilities of both Co-Trustees.
Thomas R. Caldwell further acknowledges his obligation, upon resignation or removal, to deliver to the successor trustee or to the Institutional Co-Trustee all trust property, records, documents, and information in his possession or control, and to execute all instruments and take all actions reasonably necessary to effect the orderly transition of the trusteeship.
SECTION 6: COMPENSATION AND EXPENSES
6.1 Compensation.  Thomas R. Caldwell acknowledges the terms of compensation for the Family Co-Trustee as set forth in the Trust Agreement. To the extent the Trust Agreement provides for compensation to the Family Co-Trustee, Thomas R. Caldwell shall be entitled to receive such compensation in the amounts and at the times specified therein. To the extent the Trust Agreement provides that the Family Co-Trustee shall serve without compensation, Thomas R. Caldwell acknowledges and accepts such provision. Any modification of the compensation arrangement for the Family Co-Trustee shall be made only in accordance with the amendment or modification procedures set forth in the Trust Agreement or as directed by the Trust Protector in the exercise of her powers.
6.2 Reimbursement of Expenses
Thomas R. Caldwell acknowledges and affirms his right to reimbursement from the Trust for all reasonable and necessary out-of-pocket expenses incurred in connection with the administration of the Trust, including, without limitation, travel expenses, professional fees (including legal, accounting, and investment advisory fees) incurred on behalf of the Trust, and other costs directly related to the performance of his duties as Family Co-Trustee. All requests for expense reimbursement shall be documented and submitted to the Institutional Co-Trustee in accordance with the procedures established by the Co-Trustees.
SECTION 7: GOVERNING LAW
This Acceptance of Appointment as Co-Trustee shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws, consistent with the situs of the Caldwell Family Dynasty Trust as established under the Trust Agreement. Any dispute arising out of or relating to this Acceptance or the duties and obligations of the Family Co-Trustee shall be resolved in accordance with the dispute resolution provisions set forth in the Trust Agreement and, to the extent applicable, the jurisdiction and venue provisions of Delaware law.
SECTION 8: MISCELLANEOUS
8.1 Notices.  All notices, requests, demands, consents, and other communications required or permitted to be given under this Acceptance or in connection with the administration of the Trust shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier service, or sent by United States certified or registered mail, return receipt requested, postage prepaid, to the following addresses:
To the Family Co-Trustee:
Thomas Robert Caldwell 55 Perry Street, Unit 3 New York, New York 10014
or to such other address as Thomas R. Caldwell may designate from time to time by written notice delivered to the Institutional Co-Trustee and the Trust Protector.
To the Institutional Co-Trustee:
Northgate Trust Company of Delaware 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
Attn: Philip A. Rossiter, Senior Vice President, Trust Administration
To the Trust Protector:
Victoria Chambers Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
8.2 Counterparts.  This Acceptance may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Acceptance by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of an originally executed counterpart.
8.3 Entire Understanding
This Acceptance, together with the Trust Agreement and the schedules, exhibits, and separate instruments referenced herein (including the Distribution Committee Operating Procedures, the Investment Policy Statement, and the Beneficiary Designation and Per Stirpes Schedule), constitutes the full and complete understanding of Thomas R. Caldwell with respect to his role, duties, obligations, and responsibilities as Family Co-Trustee of the Caldwell Family Dynasty Trust. This Acceptance is not intended to modify, amend, or supersede any provision of the Trust Agreement. In the event of any conflict between the terms of this Acceptance and the terms of the Trust Agreement, the Trust Agreement shall control.
8.4 Severability.  If any provision of this Acceptance is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Acceptance, and this Acceptance shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO ACCEPTANCE OF APPOINTMENT AS CO-TRUSTEE CALDWELL FAMILY DYNASTY TRUST
IN WITNESS WHEREOF, the undersigned has executed this Acceptance of Appointment as Co-Trustee as of the date set forth below, intending to be legally bound hereby.
FAMILY CO-TRUSTEE:
________________________________________
Thomas Robert Caldwell
Date: April 1, 2023
Address: 55 Perry Street, Unit 3
New York, New York 10014
NOTARIAL ACKNOWLEDGMENT
STATE OF NEW YORK COUNTY OF NEW YORK
On this 1st day of April, 2023, before me, the undersigned notary public, personally appeared Thomas Robert Caldwell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of New York
Print Name: ________
My Commission Expires: ________
Notary Registration No.: ________
[NOTARIAL SEAL]
RECEIPT AND ACKNOWLEDGMENT BY INSTITUTIONAL CO-TRUSTEE
The undersigned, Northgate Trust Company of Delaware, in its capacity as Institutional Co-Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of this Acceptance of Appointment as Co-Trustee executed by Thomas Robert Caldwell. Northgate Trust Company of Delaware confirms that, upon the execution and delivery of this Acceptance, Thomas Robert Caldwell is duly accepted as Family Co-Trustee of the Trust and that both Co-Trustees are authorized to act in accordance with the Trust Agreement.
NORTHGATE TRUST COMPANY OF DELAWARE
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: ________
Address: 1201 North Market Street, Suite 1600
Wilmington, Delaware 19801
RECEIPT AND ACKNOWLEDGMENT BY GRANTOR
The undersigned, Jonathan R. Caldwell, in his capacity as Grantor of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of this Acceptance of Appointment as Co-Trustee executed by Thomas Robert Caldwell and confirms that the acceptance is consistent with the Grantor's designation of Thomas Robert Caldwell as Family Co-Trustee under the Trust Agreement dated April 1, 2023. This acknowledgment by the Grantor is made for informational purposes only and does not constitute the exercise of any power or authority retained by the Grantor under the Trust Agreement, nor does it create or imply any ongoing right of the Grantor to direct or control the administration of the Trust.
GRANTOR:
________________________________________
Jonathan R. Caldwell
Date: ________
Address: 418 East 72nd Street, Apt. 14A
New York, New York 10021
Prepared by Calderwood & Harkness LLP | Matter No. 1034-00004 | CONFIDENTIAL

ACCEPTANCE OF APPOINTMENT AS CO-TRUSTEE

CALDWELL FAMILY DYNASTY TRUST

RECITALS

SECTION 1: ACCEPTANCE OF APPOINTMENT

SECTION 2: ACKNOWLEDGMENT OF BENEFICIARIES

SECTION 3: ACKNOWLEDGMENT OF FIDUCIARY DUTIES AND RESPONSIBILITIES

SECTION 4: REPRESENTATIONS AND ACKNOWLEDGMENTS

SECTION 5: SUCCESSOR TRUSTEE PROVISIONS

SECTION 6: COMPENSATION AND EXPENSES

SECTION 7: GOVERNING LAW

SECTION 8: MISCELLANEOUS

FAMILY CO-TRUSTEE:

NOTARIAL ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

RECEIPT AND ACKNOWLEDGMENT BY INSTITUTIONAL CO-TRUSTEE

NORTHGATE TRUST COMPANY OF DELAWARE

RECEIPT AND ACKNOWLEDGMENT BY GRANTOR

GRANTOR:

Record

Parties

Dates

Amounts