1034-00004 · Group Strathmore Corp · Dynasty Trust Documents

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TRUST PROTECTOR DESIGNATION AND ACCEPTANCE

Caldwell Family Dynasty Trust

This Trust Protector Designation and Acceptance Instrument (this "Instrument") is executed pursuant to Article IX of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023 (the "Trust Agreement"), which authorizes and directs the Grantor to designate a Trust Protector to serve in a non-fiduciary capacity with respect to the Trust. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement.

RECITALS

A. Establishment of the Trust. Jonathan Robert Caldwell (the "Grantor"), an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021, established the Caldwell Family Dynasty Trust (the "Trust") pursuant to a Trust Agreement dated April 1, 2023. The Trust is an irrevocable trust with its situs in the State of Delaware. The Trust is governed by and construed in accordance with the laws of the State of Delaware, including, without limitation, the provisions of Title 25, Chapter 5, Subchapter V of the Delaware Code (as amended from time to time), which permits the creation of trusts of unlimited duration and provides that the common law rule against perpetuities shall not apply to interests in such trusts. Accordingly, the Trust is not subject to any rule against perpetuities limitation, and the Trust may continue in existence in perpetuity or until terminated in accordance with the terms of the Trust Agreement.

B. Identity of Current Trustees. The Trust is currently administered by two co-trustees (collectively, the "Trustees"), as follows:

(i) Family Trustee. Thomas R. Caldwell, an individual residing at 55 Perry Street, Unit 3, New York, New York 10014, who serves as the Family Trustee of the Trust pursuant to the terms of Article IV of the Trust Agreement; and

(ii) Institutional Trustee. Northgate Trust Company of Delaware, a trust company organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 (contact: Philip A. Rossiter, Senior Vice President, Trust Administration), which serves as the Institutional Trustee of the Trust pursuant to the terms of Article IV of the Trust Agreement.

The Family Trustee and the Institutional Trustee serve as co-trustees with the respective powers, duties, and responsibilities allocated between them as set forth in the Trust Agreement.

C. Trust Protector Provision. Article IX of the Trust Agreement authorizes and directs the Grantor to designate a Trust Protector to serve with respect to the Trust. Article IX further sets forth certain enumerated powers of the Trust Protector, including without limitation the power to modify administrative provisions of the Trust Agreement, the power to change the situs and governing law of the Trust, and the power to remove and appoint Trustees. Article IX of the Trust Agreement expressly provides that the Trust Protector shall serve in a non-fiduciary capacity, shall not be deemed a fiduciary of the Trust, and shall not be subject to fiduciary duties or liabilities in connection with the exercise or non-exercise of such powers. The Grantor now desires to exercise this authority to designate a Trust Protector.

D. Identification of the Designated Trust Protector. The Grantor hereby designates Victoria Chambers, Esq., a partner of Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, as the Trust Protector of the Trust. Victoria Chambers currently serves as the Responsible Partner for the engagement between Calderwood & Harkness LLP and the Caldwell family in connection with estate planning, trust planning, and related matters. The Grantor has determined, after careful consideration, that Victoria Chambers possesses the legal expertise, professional judgment, and familiarity with the Grantor's estate planning objectives that are essential to the effective discharge of the responsibilities of the Trust Protector.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and acknowledgments set forth herein, the Grantor hereby executes this Instrument as follows:

ARTICLE I — DESIGNATION OF TRUST PROTECTOR

Section 1.1 — Appointment.

The Grantor, Jonathan Robert Caldwell, acting pursuant to the authority vested in him under Article IX of the Trust Agreement dated April 1, 2023, hereby designates and appoints Victoria Chambers, Esq., as Trust Protector of the Caldwell Family Dynasty Trust, effective as of the date of execution of this Instrument by the Grantor and acceptance by Victoria Chambers as provided herein. This designation is made in the Grantor's sole discretion and in accordance with the procedures set forth in Article IX of the Trust Agreement. Upon the execution of this Instrument and the acceptance of the appointment by Victoria Chambers as set forth below, Victoria Chambers shall be vested with all of the rights, powers, and authorities of the Trust Protector as enumerated in the Trust Agreement and as further set forth in this Instrument.

Section 1.2 — Non-Fiduciary Capacity.

The Trust Protector shall serve in a non-fiduciary capacity with respect to the Trust, the Trustees, the beneficiaries, and all other persons having or claiming an interest in the Trust. Without limiting the generality of the foregoing:

(a) The Trust Protector shall not be deemed a trustee, co-trustee, fiduciary, agent, or representative of the Trust, the Grantor, the Trustees, or any beneficiary of the Trust.

(b) The Trust Protector shall have no duty to monitor the actions, decisions, or omissions of the Trustees, whether with respect to investments, distributions, tax filings, or any other matter relating to the administration of the Trust.

(c) The Trust Protector shall have no duty to review trust investments, evaluate the performance of the Trustees, or take any affirmative action with respect to the administration, management, or oversight of the Trust or Trust assets.

(d) The Trust Protector shall not be liable to any person for any act or omission in the exercise or non-exercise of the powers granted herein or in the Trust Agreement, except in the case of willful misconduct or gross negligence. For purposes of this Instrument, "willful misconduct" means intentional wrongdoing with knowledge that the conduct is wrongful, and "gross negligence" means a conscious and voluntary disregard of the need to use reasonable care, which is likely to cause foreseeable grave injury or harm.

(e) No beneficiary, Trustee, or other person shall have any right or cause of action against the Trust Protector arising out of or relating to the Trust Protector's exercise or non-exercise of any power, except as expressly set forth herein.

The provisions of this Section 1.2 are intended to be consistent with and supplementary to the non-fiduciary provisions set forth in Article IX of the Trust Agreement. In the event of any ambiguity, the provisions of the Trust Agreement and this Instrument shall be construed to maximize the non-fiduciary nature of the Trust Protector's role.

Section 1.3 — Compensation and Expenses.

(a) Compensation. The Trust Protector shall be entitled to reasonable compensation for services rendered in her capacity as Trust Protector, payable from Trust assets, at rates consistent with customary professional fees charged by attorneys and other professionals for services of a similar nature in the relevant market. The Trust Protector shall submit periodic statements for services rendered, and the Institutional Trustee shall pay such statements from Trust assets in the ordinary course of trust administration. In the event of a dispute regarding the reasonableness of any compensation claimed, the Institutional Trustee and the Trust Protector shall endeavor to resolve such dispute in good faith, and if they are unable to do so, either party may seek a determination from a court of competent jurisdiction in the State of Delaware.

(b) Expenses. The Trust Protector shall be entitled to reimbursement from the Trust for all reasonable out-of-pocket expenses incurred in connection with the performance of her duties and the exercise of her powers as Trust Protector, including, without limitation, legal fees, accounting fees, travel expenses, communication expenses, and the costs of retaining consultants or advisors as the Trust Protector may deem necessary or appropriate. The Trust Protector shall submit documentation of such expenses to the Institutional Trustee for reimbursement.

(c) Priority of Payment. Compensation and expenses payable to the Trust Protector under this Section 1.3 shall constitute an administrative expense of the Trust and shall be payable with the same priority as Trustee fees and other administrative expenses of the Trust.

ARTICLE II — POWERS OF THE TRUST PROTECTOR

Section 2.1 — Enumerated Powers.

The Trust Protector shall have the following powers with respect to the Trust, each of which shall be exercisable in the Trust Protector's sole and absolute discretion, and without the requirement of court approval, the consent of any beneficiary, the consent of any Trustee, or the consent or approval of any other person. The enumeration of specific powers in this Section 2.1 shall not be construed to limit the Trust Protector's authority under the Trust Agreement to the extent the Trust Agreement grants additional or broader powers.

(a) Power to Modify Administrative Provisions.

The Trust Protector may amend, modify, supplement, restate, or otherwise alter the administrative provisions of the Trust Agreement, in whole or in part, by written instrument executed and delivered in accordance with Section 2.3 of this Instrument. Without limiting the generality of the foregoing, the Trust Protector's power to modify administrative provisions shall include the authority to modify, amend, supplement, or restate provisions of the Trust Agreement governing:

(i) The powers, duties, responsibilities, and liabilities of the Trustees, including the allocation of powers and duties between the Family Trustee and the Institutional Trustee;

(ii) Accounting, reporting, and disclosure requirements applicable to the Trustees, including the frequency, form, and content of accountings and reports to beneficiaries;

(iii) Investment standards, guidelines, objectives, policies, and restrictions applicable to the Trust, including the standard of care governing the Trustees' investment decisions, the permissible types and classes of investments, and the engagement of investment advisors or managers;

(iv) Trust administration procedures, including procedures for the exercise of Trustee discretion, the resolution of disputes among co-Trustees, and the retention and compensation of agents, advisors, and service providers;

(v) Tax elections and compliance procedures, including elections under the Internal Revenue Code or applicable state tax laws, the filing of tax returns, and the allocation of tax liabilities among beneficiaries; and

(vi) Any other administrative, procedural, or operational provisions of the Trust Agreement that do not constitute dispositive provisions.

This power shall not extend to modification of the beneficial interests in the Trust, the distribution standards applicable to beneficiaries, or the dispositive provisions of the Trust Agreement, except to the extent that such modifications are incidental to or reasonably necessary in connection with the modification of administrative provisions. For the avoidance of doubt, the Trust Protector shall not exercise this power in a manner that would alter the identity of any beneficiary, the nature or amount of any beneficiary's interest, or the conditions upon which distributions are to be made, except as incidental to administrative changes.

(b) Power to Change Situs and Governing Law.

The Trust Protector may change the situs of the Trust from the State of Delaware to any other jurisdiction within the United States as the Trust Protector may determine in her sole and absolute discretion. Upon any such change of situs, the Trust Protector may further designate the law of the new situs jurisdiction as the governing law of the Trust in lieu of the laws of the State of Delaware, provided that such change of situs and governing law does not, in the reasonable judgment of the Trust Protector:

(i) Adversely affect the generation-skipping transfer tax exempt status of the Trust under Chapter 13 of the Internal Revenue Code of 1986, as amended (the "Code");

(ii) Cause the inclusion of Trust assets in the gross estate of the Grantor, any beneficiary, or the Trust Protector for purposes of the federal estate tax under Chapter 11 of the Code;

(iii) Cause the Trust to become a grantor trust under Sections 671 through 679 of the Code with respect to any person other than the Grantor;

(iv) Adversely affect the validity, enforceability, or perpetual duration of the Trust; or

(v) Otherwise cause material adverse tax consequences to the Trust, the Grantor, or any beneficiary.

In connection with any change of situs or governing law, the Trust Protector may take all actions reasonably necessary or appropriate to effectuate such change, including the execution and filing of documents with governmental authorities, the appointment of successor or additional trustees licensed or authorized to serve in the new situs jurisdiction, the transfer of Trust assets to the new situs jurisdiction, and the modification of administrative provisions of the Trust Agreement to conform to the requirements of the laws of the new situs jurisdiction.

The Trust Protector may, in her sole and absolute discretion, remove any Trustee or co-Trustee of the Trust, whether such Trustee serves as Family Trustee, Institutional Trustee, or in any other capacity, with or without cause and without the requirement of prior notice to any person (except as may be required by the Trust Agreement or applicable law). The Trust Protector may further appoint a successor Trustee or co-Trustee of the Trust to fill any vacancy created by such removal or otherwise existing, which successor Trustee may be an individual trustee, a corporate or institutional trustee, or both, as the Trust Protector deems appropriate. The following conditions shall apply to any removal or appointment:

(i) No removal of a Trustee shall take effect until a successor Trustee has been designated by the Trust Protector and such successor Trustee has accepted the appointment in writing.

(ii) The Trust Protector shall not appoint herself, any member of her immediate family (as defined in Section 267(c)(4) of the Code), any entity in which she holds a controlling interest, or Calderwood & Harkness LLP (or any successor firm) as a Trustee of the Trust.

(iii) Any successor Institutional Trustee appointed by the Trust Protector shall be a bank or trust company authorized to conduct trust business in the situs jurisdiction of the Trust.

(iv) In exercising this power, the Trust Protector may, but shall not be required to, consult with the Grantor (if living), the beneficiaries, and the remaining Trustees.

(d) Power to Add or Modify Trust Protector Provisions.

The Trust Protector may amend, modify, supplement, or restate the provisions of the Trust Agreement relating to the office of Trust Protector, including, without limitation, the powers, duties, standard of care, compensation, succession, removal, and resignation of the Trust Protector. Without limiting the foregoing, the Trust Protector may designate one or more successor Trust Protectors to serve upon the Trust Protector's resignation, incapacity, or death, by written instrument executed and delivered in accordance with Section 2.3 of this Instrument. Any successor Trust Protector so designated shall serve in a non-fiduciary capacity consistent with Section 1.2 of this Instrument and Article IX of the Trust Agreement.

Section 2.2 — Limitations on Powers.

Notwithstanding any other provision of this Instrument or the Trust Agreement, the Trust Protector shall not have the power to:

(a) Make distributions from the Trust to any beneficiary, direct the Trustees to make any distribution, or accelerate or defer the timing of any distribution;

(b) Add or remove any beneficiary of the Trust, or modify the class of beneficiaries entitled to receive distributions from the Trust, except to the extent that any such change is incidental to the exercise of powers under Section 2.1(a) of this Instrument;

(c) Alter, amend, modify, or eliminate the distribution standard of health, education, maintenance, and support ("HEMS") applicable to beneficiary distributions under the Trust Agreement, it being the intent that the HEMS standard shall remain the governing standard for discretionary distributions in all events;

(d) Modify the composition, voting requirements, or decision-making procedures of the Distribution Committee established under the Trust Agreement—currently comprising Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell—or modify the threshold requiring Distribution Committee approval for distributions exceeding One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year, except pursuant to Section 2.1(a) of this Instrument solely with respect to purely administrative, procedural, or operational modifications that do not alter the substantive rights or authority of the Distribution Committee or its members;

(e) Revoke, terminate, or cause the early termination of the Trust, or direct the Trustees to terminate the Trust, except as otherwise expressly provided in the Trust Agreement;

(f) Exercise any power in a manner that would cause the inclusion of all or any portion of the Trust assets in the gross estate of the Grantor, the Trust Protector, or any beneficiary of the Trust for purposes of the federal estate tax under Chapter 11 of the Code;

(g) Exercise any power in a manner that would cause the Trust to lose its generation-skipping transfer tax exempt status under Chapter 13 of the Code, including any action that would constitute a modification, release, exercise, or lapse of a power of appointment that would be treated as a taxable event for generation-skipping transfer tax purposes;

(h) Exercise any power in a manner that would cause the Trust to become a grantor trust under Sections 671 through 679 of the Code with respect to any person other than the Grantor; or

(i) Exercise any power for the Trust Protector's own personal benefit or in a manner that would result in the Trust Protector receiving a direct or indirect economic benefit from the Trust (other than the compensation and expense reimbursement to which the Trust Protector is entitled under Section 1.3 of this Instrument).

The limitations set forth in this Section 2.2 are intended to be interpreted broadly to preserve the tax-advantaged status of the Trust and to prevent the exercise of the Trust Protector's powers in a manner that would create adverse federal estate, gift, generation-skipping transfer, or income tax consequences.

Section 2.3 — Exercise of Powers.

All powers of the Trust Protector under this Instrument and the Trust Agreement shall be exercised by a written instrument (a "Trust Protector Direction") signed by the Trust Protector and delivered to all then-serving Trustees of the Trust. Each Trust Protector Direction shall:

(a) Specify in reasonable detail the power being exercised and the action to be taken;

(b) Specify the effective date of the action taken, which effective date shall not be earlier than the date of delivery of the Trust Protector Direction to the Trustees;

(c) Set forth any amendments to the Trust Agreement resulting from the exercise of such power, in a form suitable for attachment to the Trust Agreement as an amendment thereto; and

(d) Be executed with the same formalities required for the execution of this Instrument.

Within thirty (30) days following execution of any Trust Protector Direction, the Trust Protector shall provide a copy of such Trust Protector Direction to the Grantor (if living) and to each adult beneficiary of the Trust who is then eligible to receive current distributions from the Trust. Failure to provide such notice within the specified period shall not invalidate the Trust Protector Direction or the action taken thereunder, but the Trust Protector shall use reasonable efforts to provide such notice as promptly as practicable.

Section 2.4 — No Duty to Act.

The Trust Protector shall be under no duty to exercise or refrain from exercising any power granted to the Trust Protector under this Instrument or the Trust Agreement. The Trust Protector shall be under no duty to monitor the Trust, the Trustees, the investments of the Trust, the financial condition of the Trust, or the needs of any beneficiary. The Trust Protector shall be under no duty to take any affirmative action with respect to the Trust, its administration, or its beneficiaries. The Trust Protector's decision not to exercise any power, for any reason or for no reason, shall not give rise to any liability on the part of the Trust Protector to the Trust, the Trustees, the Grantor, any beneficiary, or any other person. No inference shall be drawn from the Trust Protector's failure to act that the Trust Protector has approved, disapproved, or formed any opinion with respect to any action taken or proposed to be taken by the Trustees or any other party.

ARTICLE III — TERM OF SERVICE AND SUCCESSION

Section 3.1 — Term.

The Trust Protector shall serve as Trust Protector of the Caldwell Family Dynasty Trust commencing on the effective date of this Instrument and shall continue to serve until the earliest to occur of the following events:

(a) The Trust Protector's written resignation delivered to the then-serving Trustees of the Trust in accordance with Section 3.2 of this Instrument;

(b) The death of the Trust Protector;

(c) The legal incapacity of the Trust Protector, as determined by (i) a final, non-appealable order of a court of competent jurisdiction adjudicating the Trust Protector to be legally incapacitated or unable to manage her own affairs, or (ii) a written certification signed by two (2) physicians licensed to practice medicine in the State of New York (or, if the Trust Protector is then residing in another state, in that state), each of whom has examined the Trust Protector within the preceding sixty (60) days, certifying that the Trust Protector is unable, by reason of physical or mental disability, to perform the duties of Trust Protector; or

(d) The removal of the Trust Protector by a unanimous written instrument signed by all then-serving adult beneficiaries of the Trust who are eligible to receive current distributions from the Trust, delivered to the Trust Protector and to the then-serving Trustees. Such removal shall be effective thirty (30) days after delivery of such instrument to the Trust Protector, unless the Trust Protector has designated a successor Trust Protector whose appointment becomes effective on an earlier date.

Section 3.2 — Resignation.

The Trust Protector may resign at any time, with or without cause, by delivering a written notice of resignation to all then-serving Trustees of the Trust. Such resignation shall become effective thirty (30) calendar days after the date of delivery of the notice of resignation to the Trustees, unless a successor Trust Protector has been designated by the resigning Trust Protector and has accepted appointment in writing, in which case the resignation shall become effective upon such acceptance, if earlier than the thirty-day period. The Trust Protector shall have no obligation to provide reasons for her resignation, and no resignation shall require the approval or consent of the Grantor, the Trustees, or any beneficiary. Upon the effectiveness of any resignation, the resigning Trust Protector shall deliver to the successor Trust Protector (if any) or to the Trustees all documents, records, and materials in the resigning Trust Protector's possession or control that relate to the Trust or the Trust Protector's service.

Section 3.3 — Successor Trust Protector.

(a) Designation During Lifetime. The Trust Protector may designate one or more successor Trust Protectors, in the order of priority specified by the Trust Protector, by written instrument executed by the Trust Protector and delivered to the then-serving Trustees during the Trust Protector's lifetime. Any such designation may be amended or revoked by the Trust Protector at any time prior to its effectiveness by a subsequent written instrument delivered to the Trustees. A successor Trust Protector designated under this Section 3.3(a) shall assume the office of Trust Protector upon the vacancy of the office and the successor's acceptance of appointment in writing.

(b) Appointment by Trustees. If no successor Trust Protector has been designated pursuant to Section 3.3(a) and is willing and able to serve at the time of a vacancy in the office of Trust Protector, the then-serving Trustees of the Trust, acting jointly (with the agreement of both the Family Trustee and the Institutional Trustee), may appoint a successor Trust Protector. Any successor Trust Protector appointed by the Trustees under this Section 3.3(b) shall not be (i) a beneficiary of the Trust, (ii) a related or subordinate party (within the meaning of Section 672(c) of the Code) to any beneficiary of the Trust, (iii) a person who is related to the Grantor within the meaning of Section 267(b) of the Code, or (iv) the Grantor. Any appointment under this Section 3.3(b) shall be made by written instrument delivered to the successor Trust Protector and shall be effective upon the successor's written acceptance.

(c) Qualifications. Any successor Trust Protector shall be an individual who is a licensed attorney admitted to practice in at least one state of the United States, or a trust company or other entity authorized to serve in a trust advisory or trust protector capacity under the laws of the situs jurisdiction of the Trust.

Section 3.4 — Vacancy.

If the office of Trust Protector is vacant and no successor Trust Protector has been appointed and has accepted appointment within ninety (90) calendar days following the date on which the vacancy arose, the Trust shall continue to be administered by the Trustees in accordance with the terms of the Trust Agreement without a Trust Protector. During any period in which the office of Trust Protector is vacant, all powers of the Trust Protector granted under this Instrument and the Trust Agreement shall be suspended and shall not be exercisable by any person. Such suspension shall continue until a successor Trust Protector has been duly appointed and has accepted appointment in accordance with the provisions of this Article III, at which time the powers of the Trust Protector shall be fully restored and vested in the successor Trust Protector.

ARTICLE IV — INDEMNIFICATION

Section 4.1 — Indemnification of Trust Protector.

The Trust shall indemnify, defend, and hold harmless the Trust Protector, and her heirs, executors, administrators, personal representatives, successors, and assigns, from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and other litigation expenses) arising out of, relating to, or in any way connected with the Trust Protector's service as Trust Protector, the Trust Protector's exercise or non-exercise of any power granted under this Instrument or the Trust Agreement, or any action taken or omitted by the Trust Protector in good faith in connection with her duties or responsibilities as Trust Protector. This indemnification shall apply regardless of whether the Trust Protector is acting in her individual capacity or in her capacity as a partner of Calderwood & Harkness LLP, provided that the actions giving rise to the claim relate to her service as Trust Protector.

Notwithstanding the foregoing, the Trust shall have no obligation to indemnify the Trust Protector with respect to any claim, liability, loss, damage, or expense to the extent that such claim, liability, loss, damage, or expense is determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from the Trust Protector's willful misconduct or gross negligence.

The Trust Protector shall be entitled to advance payment of defense costs from Trust assets pending the final resolution of any claim, action, or proceeding covered by this Section 4.1, upon delivery to the Institutional Trustee of a written undertaking by the Trust Protector to repay such advanced amounts if it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction that the Trust Protector is not entitled to indemnification hereunder. The Institutional Trustee shall pay such advanced defense costs from Trust assets promptly upon receipt of invoices therefor and the Trust Protector's written undertaking.

The indemnification rights provided in this Section 4.1 shall not be exclusive of any other rights to which the Trust Protector may be entitled under applicable law, the Trust Agreement, or any other agreement.

ARTICLE V — MISCELLANEOUS PROVISIONS

Section 5.1 — Governing Law.

This Instrument shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with the governing law of the Trust Agreement. Any action, suit, or proceeding arising out of or relating to this Instrument shall be brought exclusively in the courts of the State of Delaware or the United States District Court for the District of Delaware, and each of the parties hereto and the signatories hereof hereby consents to the exclusive jurisdiction and venue of such courts.

Section 5.2 — Relation to Trust Agreement.

This Instrument is supplemental to, and shall be read and construed in conjunction with, the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023. This Instrument is intended to implement the provisions of Article IX of the Trust Agreement authorizing the designation of a Trust Protector and to set forth the terms of such designation and the acceptance thereof. In the event of any conflict or inconsistency between the provisions of this Instrument and the provisions of the Trust Agreement, the Trust Agreement shall control and shall be given precedence, except to the extent that the Trust Agreement expressly provides that the Trust Protector may modify its provisions pursuant to the powers granted herein or therein.

Section 5.3 — Severability.

If any provision of this Instrument, or the application of any provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Instrument, which shall continue in full force and effect and shall be construed and enforced as if the invalid, illegal, or unenforceable provision had not been included herein. The parties intend that each provision of this Instrument shall be interpreted in a manner that renders it valid and enforceable to the fullest extent permitted by applicable law.

Section 5.4 — No Third-Party Beneficiaries.

This Instrument is entered into solely for the benefit of the Trust, the Grantor, the Trustees, the Trust Protector, and the beneficiaries of the Trust, and nothing in this Instrument shall be construed to create or confer upon any third party any rights, remedies, claims, or causes of action. No creditor, assignee, or other third party shall have any right to enforce any provision of this Instrument.

Section 5.5 — Counterparts.

This Instrument may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of a counterpart by facsimile, electronic mail transmission of a PDF copy, or other electronic means shall have the same force and effect as delivery of an original executed counterpart.

EXECUTION BY GRANTOR

IN WITNESS WHEREOF, the undersigned Grantor has executed this Trust Protector Designation and Acceptance Instrument as of the date set forth below.

GRANTOR:

________________________________________

Jonathan R. Caldwell as Grantor of the Caldwell Family Dynasty Trust

Date: April 1, 2023

Address:

418 East 72nd Street, Apt. 14A New York, New York 10021

NOTARIZATION — GRANTOR

STATE OF NEW YORK COUNTY OF NEW YORK

On this __ day of April, 2023, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Jonathan R. 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

Printed Name: ________

Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

ACCEPTANCE OF APPOINTMENT AS TRUST PROTECTOR

Victoria Chambers, Esq., a partner of Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, hereby accepts the appointment as Trust Protector of the Caldwell Family Dynasty Trust, an irrevocable trust established by Jonathan Robert Caldwell pursuant to a Trust Agreement dated April 1, 2023, with situs in the State of Delaware and governed by the laws of the State of Delaware.

Acknowledgments. In accepting the appointment as Trust Protector, Victoria Chambers hereby acknowledges each of the following:

1. Receipt and Review of Trust Agreement. Victoria Chambers acknowledges that she has received a complete copy of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023, including all schedules, exhibits, and amendments thereto (if any), and that she has reviewed the Trust Agreement and is familiar with its terms and provisions.

2. Non-Fiduciary Capacity. Victoria Chambers acknowledges that she will serve as Trust Protector in a non-fiduciary capacity, as set forth in Article I, Section 1.2 of the Trust Protector Designation and Acceptance Instrument executed by the Grantor (the "Designation Instrument") and in Article IX of the Trust Agreement. She further acknowledges that she shall not be deemed a trustee, co-trustee, or fiduciary of the Trust, and that she shall not owe fiduciary duties to the Trust, the Grantor, the Trustees, or any beneficiary in connection with her service as Trust Protector.

3. Scope of Powers. Victoria Chambers acknowledges the scope of her powers as set forth in Article II of the Designation Instrument, including, without limitation: (a) the power to amend, modify, or supplement the administrative provisions of the Trust Agreement; (b) the power to change the situs and governing law of the Trust; (c) the power to remove and appoint Trustees of the Trust; and (d) the power to add or modify provisions of the Trust Agreement relating to the office of Trust Protector.

4. Limitations on Powers. Victoria Chambers acknowledges the limitations on her powers as set forth in Section 2.2 of the Designation Instrument, including the prohibition on making distributions, adding or removing beneficiaries, altering the HEMS distribution standard, modifying the Distribution Committee structure or the $100,000-per-beneficiary-per-year approval threshold (except for purely administrative procedural modifications), revoking or terminating the Trust, and exercising any power in a manner that would cause adverse federal estate tax, generation-skipping transfer tax, or income tax consequences.

5. No Duty to Act. Victoria Chambers acknowledges that she is under no duty to exercise or refrain from exercising any power granted to her under the Designation Instrument or the Trust Agreement, and that her decision not to exercise any power, for any reason or for no reason, shall not give rise to any liability on her part.

6. Term of Service and Succession. Victoria Chambers acknowledges that her service as Trust Protector is subject to the terms regarding resignation, removal, and succession set forth in Article III of the Designation Instrument, including the right to resign upon thirty (30) days' written notice and the right of the beneficiaries to remove her by unanimous written instrument.

Disclosure. Victoria Chambers hereby discloses the following in connection with her acceptance of appointment as Trust Protector:

Victoria Chambers serves as the Responsible Partner at Calderwood & Harkness LLP for the engagement between Calderwood & Harkness LLP and the Caldwell family. Calderwood & Harkness LLP has served as counsel to Jonathan R. Caldwell, the Grantor, in connection with the establishment and implementation of the Caldwell generational estate plan, including the creation of the Caldwell Family Dynasty Trust, under Calderwood & Harkness LLP Matter Number 1034-00004. Victoria Chambers has been actively involved in the structuring, drafting, and implementation of the Trust and the related estate planning documents.

Victoria Chambers hereby confirms that, in accepting the appointment as Trust Protector, she is acting in her individual professional capacity as Trust Protector and not in her capacity as counsel to any party, including the Grantor, the Trustees, or any beneficiary. While she may continue to serve as Responsible Partner at Calderwood & Harkness LLP for matters related to the Caldwell family, her role as Trust Protector is separate and distinct from her role as legal counsel. To the extent that any conflict of interest arises between her role as Trust Protector and her role as counsel, Victoria Chambers will address such conflict in accordance with applicable rules of professional conduct.

IN WITNESS WHEREOF, the undersigned has executed this Acceptance of Appointment as Trust Protector as of the date set forth below.

TRUST PROTECTOR:

________________________________________

Victoria Chambers, Esq.

Date: April 1, 2023

Printed Name: Victoria Chambers

Title/Capacity: Trust Protector, Caldwell Family Dynasty Trust; Partner, Calderwood & Harkness LLP

Address:

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

NOTARIZATION — TRUST PROTECTOR

STATE OF NEW YORK COUNTY OF NEW YORK

On this __ day of April, 2023, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Victoria Chambers, 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 she executed the same in her authorized capacity and that by her 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

Printed Name: ________

Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

ACKNOWLEDGMENT OF RECEIPT BY TRUSTEES

The undersigned Trustees of the Caldwell Family Dynasty Trust hereby acknowledge receipt of the foregoing Trust Protector Designation and Acceptance Instrument, including the Grantor's designation of Victoria Chambers, Esq., as Trust Protector and Victoria Chambers's acceptance of such appointment. Each undersigned Trustee further acknowledges the scope of powers and the limitations on powers of the Trust Protector as set forth in the Designation Instrument and in Article IX of the Trust Agreement dated April 1, 2023.

FAMILY TRUSTEE

Thomas R. Caldwell, in his capacity as Family Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of this Trust Protector Designation and Acceptance Instrument. Thomas R. Caldwell acknowledges the appointment of Victoria Chambers, Esq., as Trust Protector of the Trust, acknowledges the scope of powers granted to the Trust Protector as set forth in Article II of this Instrument, and acknowledges the limitations on such powers as set forth in Section 2.2 of this Instrument.

FAMILY TRUSTEE:

________________________________________

Thomas R. Caldwell as Family Trustee of the Caldwell Family Dynasty Trust

Date: ________

Address:

55 Perry Street, Unit 3 New York, New York 10014

INSTITUTIONAL TRUSTEE

Northgate Trust Company of Delaware, in its capacity as Institutional Trustee of the Caldwell Family Dynasty Trust, by its authorized officer Philip A. Rossiter, Senior Vice President, Trust Administration, hereby acknowledges receipt of this Trust Protector Designation and Acceptance Instrument. Northgate Trust Company of Delaware acknowledges the appointment of Victoria Chambers, Esq., as Trust Protector of the Trust, acknowledges the scope of powers granted to the Trust Protector as set forth in Article II of this Instrument, and acknowledges the limitations on such powers as set forth in Section 2.2 of this Instrument.

INSTITUTIONAL TRUSTEE:

NORTHGATE TRUST COMPANY OF DELAWARE

By: ________

Name: Philip A. Rossiter

Title: Senior Vice President, Trust Administration

Date: ________

Address:

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

EXHIBIT A

Copy of Relevant Trust Agreement Provisions (For Convenience of Reference Only)

This Exhibit A contains excerpts from the Caldwell Family Dynasty Trust Agreement dated April 1, 2023, consisting of the following provisions relating to the designation, powers, and non-fiduciary nature of the Trust Protector:

• Article IX — Trust Protector (complete text)

• Section 9.1 — Authorization and Direction to Designate Trust Protector

• Section 9.2 — Non-Fiduciary Capacity of Trust Protector

• Section 9.3 — Enumerated Powers of Trust Protector

• Section 9.4 — Limitations on Powers of Trust Protector

• Section 9.5 — Exercise of Powers; Written Instrument Requirement

• Section 9.6 — Compensation and Expense Reimbursement

• Section 9.7 — Term of Service; Resignation; Removal

• Section 9.8 — Successor Trust Protector; Vacancy

• Section 9.9 — Indemnification of Trust Protector

• Section 9.10 — No Duty to Act; Exculpation

NOTE: This Exhibit A is included solely for the convenience of reference of the parties to this Instrument and their respective advisors. The excerpts set forth herein are not intended to, and shall not, supersede, modify, amend, or in any way alter the terms and provisions of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023. In the event of any discrepancy between the text of this Exhibit A and the Trust Agreement, the Trust Agreement shall control in all respects. The complete and definitive text of the Trust Agreement is on file with Northgate Trust Company of Delaware, as Institutional Trustee, and with Calderwood & Harkness LLP, as counsel to the Grantor.

[Relevant provisions of Article IX of the Trust Agreement to be attached hereto.]

TRUST PROTECTOR DESIGNATION AND ACCEPTANCE
Caldwell Family Dynasty Trust
This Trust Protector Designation and Acceptance Instrument (this "Instrument") is executed pursuant to Article IX of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023 (the "Trust Agreement"), which authorizes and directs the Grantor to designate a Trust Protector to serve in a non-fiduciary capacity with respect to the Trust. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement.
RECITALS
A. Establishment of the Trust. Jonathan Robert Caldwell (the "Grantor"), an individual residing at 418 East 72nd Street, Apt. 14A, New York, New York 10021, established the Caldwell Family Dynasty Trust (the "Trust") pursuant to a Trust Agreement dated April 1, 2023. The Trust is an irrevocable trust with its situs in the State of Delaware. The Trust is governed by and construed in accordance with the laws of the State of Delaware, including, without limitation, the provisions of Title 25, Chapter 5, Subchapter V of the Delaware Code (as amended from time to time), which permits the creation of trusts of unlimited duration and provides that the common law rule against perpetuities shall not apply to interests in such trusts. Accordingly, the Trust is not subject to any rule against perpetuities limitation, and the Trust may continue in existence in perpetuity or until terminated in accordance with the terms of the Trust Agreement.
B. Identity of Current Trustees. The Trust is currently administered by two co-trustees (collectively, the "Trustees"), as follows:
(i) Family Trustee. Thomas R. Caldwell, an individual residing at 55 Perry Street, Unit 3, New York, New York 10014, who serves as the Family Trustee of the Trust pursuant to the terms of Article IV of the Trust Agreement; and
(ii) Institutional Trustee. Northgate Trust Company of Delaware, a trust company organized and existing under the laws of the State of Delaware, with its principal offices located at 1201 North Market Street, Suite 1600, Wilmington, Delaware 19801 (contact: Philip A. Rossiter, Senior Vice President, Trust Administration), which serves as the Institutional Trustee of the Trust pursuant to the terms of Article IV of the Trust Agreement.
The Family Trustee and the Institutional Trustee serve as co-trustees with the respective powers, duties, and responsibilities allocated between them as set forth in the Trust Agreement.
C. Trust Protector Provision. Article IX of the Trust Agreement authorizes and directs the Grantor to designate a Trust Protector to serve with respect to the Trust. Article IX further sets forth certain enumerated powers of the Trust Protector, including without limitation the power to modify administrative provisions of the Trust Agreement, the power to change the situs and governing law of the Trust, and the power to remove and appoint Trustees. Article IX of the Trust Agreement expressly provides that the Trust Protector shall serve in a non-fiduciary capacity, shall not be deemed a fiduciary of the Trust, and shall not be subject to fiduciary duties or liabilities in connection with the exercise or non-exercise of such powers. The Grantor now desires to exercise this authority to designate a Trust Protector.
D. Identification of the Designated Trust Protector. The Grantor hereby designates Victoria Chambers, Esq., a partner of Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, as the Trust Protector of the Trust. Victoria Chambers currently serves as the Responsible Partner for the engagement between Calderwood & Harkness LLP and the Caldwell family in connection with estate planning, trust planning, and related matters. The Grantor has determined, after careful consideration, that Victoria Chambers possesses the legal expertise, professional judgment, and familiarity with the Grantor's estate planning objectives that are essential to the effective discharge of the responsibilities of the Trust Protector.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and acknowledgments set forth herein, the Grantor hereby executes this Instrument as follows:
ARTICLE I — DESIGNATION OF TRUST PROTECTOR
Section 1.1 — Appointment.
The Grantor, Jonathan Robert Caldwell, acting pursuant to the authority vested in him under Article IX of the Trust Agreement dated April 1, 2023, hereby designates and appoints Victoria Chambers, Esq., as Trust Protector of the Caldwell Family Dynasty Trust, effective as of the date of execution of this Instrument by the Grantor and acceptance by Victoria Chambers as provided herein. This designation is made in the Grantor's sole discretion and in accordance with the procedures set forth in Article IX of the Trust Agreement. Upon the execution of this Instrument and the acceptance of the appointment by Victoria Chambers as set forth below, Victoria Chambers shall be vested with all of the rights, powers, and authorities of the Trust Protector as enumerated in the Trust Agreement and as further set forth in this Instrument.
Section 1.2 — Non-Fiduciary Capacity.
The Trust Protector shall serve in a non-fiduciary capacity with respect to the Trust, the Trustees, the beneficiaries, and all other persons having or claiming an interest in the Trust. Without limiting the generality of the foregoing:
(a) The Trust Protector shall not be deemed a trustee, co-trustee, fiduciary, agent, or representative of the Trust, the Grantor, the Trustees, or any beneficiary of the Trust.
(b) The Trust Protector shall have no duty to monitor the actions, decisions, or omissions of the Trustees, whether with respect to investments, distributions, tax filings, or any other matter relating to the administration of the Trust.
(c) The Trust Protector shall have no duty to review trust investments, evaluate the performance of the Trustees, or take any affirmative action with respect to the administration, management, or oversight of the Trust or Trust assets.
(d) The Trust Protector shall not be liable to any person for any act or omission in the exercise or non-exercise of the powers granted herein or in the Trust Agreement, except in the case of willful misconduct or gross negligence. For purposes of this Instrument, "willful misconduct" means intentional wrongdoing with knowledge that the conduct is wrongful, and "gross negligence" means a conscious and voluntary disregard of the need to use reasonable care, which is likely to cause foreseeable grave injury or harm.
(e) No beneficiary, Trustee, or other person shall have any right or cause of action against the Trust Protector arising out of or relating to the Trust Protector's exercise or non-exercise of any power, except as expressly set forth herein.
The provisions of this Section 1.2 are intended to be consistent with and supplementary to the non-fiduciary provisions set forth in Article IX of the Trust Agreement. In the event of any ambiguity, the provisions of the Trust Agreement and this Instrument shall be construed to maximize the non-fiduciary nature of the Trust Protector's role.
Section 1.3 — Compensation and Expenses.
(a) Compensation. The Trust Protector shall be entitled to reasonable compensation for services rendered in her capacity as Trust Protector, payable from Trust assets, at rates consistent with customary professional fees charged by attorneys and other professionals for services of a similar nature in the relevant market. The Trust Protector shall submit periodic statements for services rendered, and the Institutional Trustee shall pay such statements from Trust assets in the ordinary course of trust administration. In the event of a dispute regarding the reasonableness of any compensation claimed, the Institutional Trustee and the Trust Protector shall endeavor to resolve such dispute in good faith, and if they are unable to do so, either party may seek a determination from a court of competent jurisdiction in the State of Delaware.
(b) Expenses. The Trust Protector shall be entitled to reimbursement from the Trust for all reasonable out-of-pocket expenses incurred in connection with the performance of her duties and the exercise of her powers as Trust Protector, including, without limitation, legal fees, accounting fees, travel expenses, communication expenses, and the costs of retaining consultants or advisors as the Trust Protector may deem necessary or appropriate. The Trust Protector shall submit documentation of such expenses to the Institutional Trustee for reimbursement.
(c) Priority of Payment. Compensation and expenses payable to the Trust Protector under this Section 1.3 shall constitute an administrative expense of the Trust and shall be payable with the same priority as Trustee fees and other administrative expenses of the Trust.
ARTICLE II — POWERS OF THE TRUST PROTECTOR
Section 2.1 — Enumerated Powers.
The Trust Protector shall have the following powers with respect to the Trust, each of which shall be exercisable in the Trust Protector's sole and absolute discretion, and without the requirement of court approval, the consent of any beneficiary, the consent of any Trustee, or the consent or approval of any other person. The enumeration of specific powers in this Section 2.1 shall not be construed to limit the Trust Protector's authority under the Trust Agreement to the extent the Trust Agreement grants additional or broader powers.
(a) Power to Modify Administrative Provisions.
The Trust Protector may amend, modify, supplement, restate, or otherwise alter the administrative provisions of the Trust Agreement, in whole or in part, by written instrument executed and delivered in accordance with Section 2.3 of this Instrument. Without limiting the generality of the foregoing, the Trust Protector's power to modify administrative provisions shall include the authority to modify, amend, supplement, or restate provisions of the Trust Agreement governing:
(i) The powers, duties, responsibilities, and liabilities of the Trustees, including the allocation of powers and duties between the Family Trustee and the Institutional Trustee;
(ii) Accounting, reporting, and disclosure requirements applicable to the Trustees, including the frequency, form, and content of accountings and reports to beneficiaries;
(iii) Investment standards, guidelines, objectives, policies, and restrictions applicable to the Trust, including the standard of care governing the Trustees' investment decisions, the permissible types and classes of investments, and the engagement of investment advisors or managers;
(iv) Trust administration procedures, including procedures for the exercise of Trustee discretion, the resolution of disputes among co-Trustees, and the retention and compensation of agents, advisors, and service providers;
(v) Tax elections and compliance procedures, including elections under the Internal Revenue Code or applicable state tax laws, the filing of tax returns, and the allocation of tax liabilities among beneficiaries; and
(vi) Any other administrative, procedural, or operational provisions of the Trust Agreement that do not constitute dispositive provisions.
This power shall not extend to modification of the beneficial interests in the Trust, the distribution standards applicable to beneficiaries, or the dispositive provisions of the Trust Agreement, except to the extent that such modifications are incidental to or reasonably necessary in connection with the modification of administrative provisions. For the avoidance of doubt, the Trust Protector shall not exercise this power in a manner that would alter the identity of any beneficiary, the nature or amount of any beneficiary's interest, or the conditions upon which distributions are to be made, except as incidental to administrative changes.
(b) Power to Change Situs and Governing Law.
The Trust Protector may change the situs of the Trust from the State of Delaware to any other jurisdiction within the United States as the Trust Protector may determine in her sole and absolute discretion. Upon any such change of situs, the Trust Protector may further designate the law of the new situs jurisdiction as the governing law of the Trust in lieu of the laws of the State of Delaware, provided that such change of situs and governing law does not, in the reasonable judgment of the Trust Protector:
(i) Adversely affect the generation-skipping transfer tax exempt status of the Trust under Chapter 13 of the Internal Revenue Code of 1986, as amended (the "Code");
(ii) Cause the inclusion of Trust assets in the gross estate of the Grantor, any beneficiary, or the Trust Protector for purposes of the federal estate tax under Chapter 11 of the Code;
(iii) Cause the Trust to become a grantor trust under Sections 671 through 679 of the Code with respect to any person other than the Grantor;
(iv) Adversely affect the validity, enforceability, or perpetual duration of the Trust; or
(v) Otherwise cause material adverse tax consequences to the Trust, the Grantor, or any beneficiary.
In connection with any change of situs or governing law, the Trust Protector may take all actions reasonably necessary or appropriate to effectuate such change, including the execution and filing of documents with governmental authorities, the appointment of successor or additional trustees licensed or authorized to serve in the new situs jurisdiction, the transfer of Trust assets to the new situs jurisdiction, and the modification of administrative provisions of the Trust Agreement to conform to the requirements of the laws of the new situs jurisdiction.
(c) Power to Remove and Appoint Trustees.
The Trust Protector may, in her sole and absolute discretion, remove any Trustee or co-Trustee of the Trust, whether such Trustee serves as Family Trustee, Institutional Trustee, or in any other capacity, with or without cause and without the requirement of prior notice to any person (except as may be required by the Trust Agreement or applicable law). The Trust Protector may further appoint a successor Trustee or co-Trustee of the Trust to fill any vacancy created by such removal or otherwise existing, which successor Trustee may be an individual trustee, a corporate or institutional trustee, or both, as the Trust Protector deems appropriate. The following conditions shall apply to any removal or appointment:
(i) No removal of a Trustee shall take effect until a successor Trustee has been designated by the Trust Protector and such successor Trustee has accepted the appointment in writing.
(ii) The Trust Protector shall not appoint herself, any member of her immediate family (as defined in Section 267(c)(4) of the Code), any entity in which she holds a controlling interest, or Calderwood & Harkness LLP (or any successor firm) as a Trustee of the Trust.
(iii) Any successor Institutional Trustee appointed by the Trust Protector shall be a bank or trust company authorized to conduct trust business in the situs jurisdiction of the Trust.
(iv) In exercising this power, the Trust Protector may, but shall not be required to, consult with the Grantor (if living), the beneficiaries, and the remaining Trustees.
(d) Power to Add or Modify Trust Protector Provisions.
The Trust Protector may amend, modify, supplement, or restate the provisions of the Trust Agreement relating to the office of Trust Protector, including, without limitation, the powers, duties, standard of care, compensation, succession, removal, and resignation of the Trust Protector. Without limiting the foregoing, the Trust Protector may designate one or more successor Trust Protectors to serve upon the Trust Protector's resignation, incapacity, or death, by written instrument executed and delivered in accordance with Section 2.3 of this Instrument. Any successor Trust Protector so designated shall serve in a non-fiduciary capacity consistent with Section 1.2 of this Instrument and Article IX of the Trust Agreement.
Section 2.2 — Limitations on Powers.
Notwithstanding any other provision of this Instrument or the Trust Agreement, the Trust Protector shall not have the power to:
(a) Make distributions from the Trust to any beneficiary, direct the Trustees to make any distribution, or accelerate or defer the timing of any distribution;
(b) Add or remove any beneficiary of the Trust, or modify the class of beneficiaries entitled to receive distributions from the Trust, except to the extent that any such change is incidental to the exercise of powers under Section 2.1(a) of this Instrument;
(c) Alter, amend, modify, or eliminate the distribution standard of health, education, maintenance, and support ("HEMS") applicable to beneficiary distributions under the Trust Agreement, it being the intent that the HEMS standard shall remain the governing standard for discretionary distributions in all events;
(d) Modify the composition, voting requirements, or decision-making procedures of the Distribution Committee established under the Trust Agreement—currently comprising Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell—or modify the threshold requiring Distribution Committee approval for distributions exceeding One Hundred Thousand Dollars ($100,000) per beneficiary per calendar year, except pursuant to Section 2.1(a) of this Instrument solely with respect to purely administrative, procedural, or operational modifications that do not alter the substantive rights or authority of the Distribution Committee or its members;
(e) Revoke, terminate, or cause the early termination of the Trust, or direct the Trustees to terminate the Trust, except as otherwise expressly provided in the Trust Agreement;
(f) Exercise any power in a manner that would cause the inclusion of all or any portion of the Trust assets in the gross estate of the Grantor, the Trust Protector, or any beneficiary of the Trust for purposes of the federal estate tax under Chapter 11 of the Code;
(g) Exercise any power in a manner that would cause the Trust to lose its generation-skipping transfer tax exempt status under Chapter 13 of the Code, including any action that would constitute a modification, release, exercise, or lapse of a power of appointment that would be treated as a taxable event for generation-skipping transfer tax purposes;
(h) Exercise any power in a manner that would cause the Trust to become a grantor trust under Sections 671 through 679 of the Code with respect to any person other than the Grantor; or
(i) Exercise any power for the Trust Protector's own personal benefit or in a manner that would result in the Trust Protector receiving a direct or indirect economic benefit from the Trust (other than the compensation and expense reimbursement to which the Trust Protector is entitled under Section 1.3 of this Instrument).
The limitations set forth in this Section 2.2 are intended to be interpreted broadly to preserve the tax-advantaged status of the Trust and to prevent the exercise of the Trust Protector's powers in a manner that would create adverse federal estate, gift, generation-skipping transfer, or income tax consequences.
Section 2.3 — Exercise of Powers.
All powers of the Trust Protector under this Instrument and the Trust Agreement shall be exercised by a written instrument (a "Trust Protector Direction") signed by the Trust Protector and delivered to all then-serving Trustees of the Trust. Each Trust Protector Direction shall:
(a) Specify in reasonable detail the power being exercised and the action to be taken;
(b) Specify the effective date of the action taken, which effective date shall not be earlier than the date of delivery of the Trust Protector Direction to the Trustees;
(c) Set forth any amendments to the Trust Agreement resulting from the exercise of such power, in a form suitable for attachment to the Trust Agreement as an amendment thereto; and
(d) Be executed with the same formalities required for the execution of this Instrument.
Within thirty (30) days following execution of any Trust Protector Direction, the Trust Protector shall provide a copy of such Trust Protector Direction to the Grantor (if living) and to each adult beneficiary of the Trust who is then eligible to receive current distributions from the Trust. Failure to provide such notice within the specified period shall not invalidate the Trust Protector Direction or the action taken thereunder, but the Trust Protector shall use reasonable efforts to provide such notice as promptly as practicable.
Section 2.4 — No Duty to Act.
The Trust Protector shall be under no duty to exercise or refrain from exercising any power granted to the Trust Protector under this Instrument or the Trust Agreement. The Trust Protector shall be under no duty to monitor the Trust, the Trustees, the investments of the Trust, the financial condition of the Trust, or the needs of any beneficiary. The Trust Protector shall be under no duty to take any affirmative action with respect to the Trust, its administration, or its beneficiaries. The Trust Protector's decision not to exercise any power, for any reason or for no reason, shall not give rise to any liability on the part of the Trust Protector to the Trust, the Trustees, the Grantor, any beneficiary, or any other person. No inference shall be drawn from the Trust Protector's failure to act that the Trust Protector has approved, disapproved, or formed any opinion with respect to any action taken or proposed to be taken by the Trustees or any other party.
ARTICLE III — TERM OF SERVICE AND SUCCESSION
Section 3.1 — Term.
The Trust Protector shall serve as Trust Protector of the Caldwell Family Dynasty Trust commencing on the effective date of this Instrument and shall continue to serve until the earliest to occur of the following events:
(a) The Trust Protector's written resignation delivered to the then-serving Trustees of the Trust in accordance with Section 3.2 of this Instrument;
(b) The death of the Trust Protector;
(c) The legal incapacity of the Trust Protector, as determined by (i) a final, non-appealable order of a court of competent jurisdiction adjudicating the Trust Protector to be legally incapacitated or unable to manage her own affairs, or (ii) a written certification signed by two (2) physicians licensed to practice medicine in the State of New York (or, if the Trust Protector is then residing in another state, in that state), each of whom has examined the Trust Protector within the preceding sixty (60) days, certifying that the Trust Protector is unable, by reason of physical or mental disability, to perform the duties of Trust Protector; or
(d) The removal of the Trust Protector by a unanimous written instrument signed by all then-serving adult beneficiaries of the Trust who are eligible to receive current distributions from the Trust, delivered to the Trust Protector and to the then-serving Trustees. Such removal shall be effective thirty (30) days after delivery of such instrument to the Trust Protector, unless the Trust Protector has designated a successor Trust Protector whose appointment becomes effective on an earlier date.
Section 3.2 — Resignation.
The Trust Protector may resign at any time, with or without cause, by delivering a written notice of resignation to all then-serving Trustees of the Trust. Such resignation shall become effective thirty (30) calendar days after the date of delivery of the notice of resignation to the Trustees, unless a successor Trust Protector has been designated by the resigning Trust Protector and has accepted appointment in writing, in which case the resignation shall become effective upon such acceptance, if earlier than the thirty-day period. The Trust Protector shall have no obligation to provide reasons for her resignation, and no resignation shall require the approval or consent of the Grantor, the Trustees, or any beneficiary. Upon the effectiveness of any resignation, the resigning Trust Protector shall deliver to the successor Trust Protector (if any) or to the Trustees all documents, records, and materials in the resigning Trust Protector's possession or control that relate to the Trust or the Trust Protector's service.
Section 3.3 — Successor Trust Protector.
(a) Designation During Lifetime. The Trust Protector may designate one or more successor Trust Protectors, in the order of priority specified by the Trust Protector, by written instrument executed by the Trust Protector and delivered to the then-serving Trustees during the Trust Protector's lifetime. Any such designation may be amended or revoked by the Trust Protector at any time prior to its effectiveness by a subsequent written instrument delivered to the Trustees. A successor Trust Protector designated under this Section 3.3(a) shall assume the office of Trust Protector upon the vacancy of the office and the successor's acceptance of appointment in writing.
(b) Appointment by Trustees. If no successor Trust Protector has been designated pursuant to Section 3.3(a) and is willing and able to serve at the time of a vacancy in the office of Trust Protector, the then-serving Trustees of the Trust, acting jointly (with the agreement of both the Family Trustee and the Institutional Trustee), may appoint a successor Trust Protector. Any successor Trust Protector appointed by the Trustees under this Section 3.3(b) shall not be (i) a beneficiary of the Trust, (ii) a related or subordinate party (within the meaning of Section 672(c) of the Code) to any beneficiary of the Trust, (iii) a person who is related to the Grantor within the meaning of Section 267(b) of the Code, or (iv) the Grantor. Any appointment under this Section 3.3(b) shall be made by written instrument delivered to the successor Trust Protector and shall be effective upon the successor's written acceptance.
(c) Qualifications. Any successor Trust Protector shall be an individual who is a licensed attorney admitted to practice in at least one state of the United States, or a trust company or other entity authorized to serve in a trust advisory or trust protector capacity under the laws of the situs jurisdiction of the Trust.
Section 3.4 — Vacancy.
If the office of Trust Protector is vacant and no successor Trust Protector has been appointed and has accepted appointment within ninety (90) calendar days following the date on which the vacancy arose, the Trust shall continue to be administered by the Trustees in accordance with the terms of the Trust Agreement without a Trust Protector. During any period in which the office of Trust Protector is vacant, all powers of the Trust Protector granted under this Instrument and the Trust Agreement shall be suspended and shall not be exercisable by any person. Such suspension shall continue until a successor Trust Protector has been duly appointed and has accepted appointment in accordance with the provisions of this Article III, at which time the powers of the Trust Protector shall be fully restored and vested in the successor Trust Protector.
ARTICLE IV — INDEMNIFICATION
Section 4.1 — Indemnification of Trust Protector.
The Trust shall indemnify, defend, and hold harmless the Trust Protector, and her heirs, executors, administrators, personal representatives, successors, and assigns, from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and other litigation expenses) arising out of, relating to, or in any way connected with the Trust Protector's service as Trust Protector, the Trust Protector's exercise or non-exercise of any power granted under this Instrument or the Trust Agreement, or any action taken or omitted by the Trust Protector in good faith in connection with her duties or responsibilities as Trust Protector. This indemnification shall apply regardless of whether the Trust Protector is acting in her individual capacity or in her capacity as a partner of Calderwood & Harkness LLP, provided that the actions giving rise to the claim relate to her service as Trust Protector.
Notwithstanding the foregoing, the Trust shall have no obligation to indemnify the Trust Protector with respect to any claim, liability, loss, damage, or expense to the extent that such claim, liability, loss, damage, or expense is determined by a final, non-appealable order of a court of competent jurisdiction to have resulted from the Trust Protector's willful misconduct or gross negligence.
The Trust Protector shall be entitled to advance payment of defense costs from Trust assets pending the final resolution of any claim, action, or proceeding covered by this Section 4.1, upon delivery to the Institutional Trustee of a written undertaking by the Trust Protector to repay such advanced amounts if it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction that the Trust Protector is not entitled to indemnification hereunder. The Institutional Trustee shall pay such advanced defense costs from Trust assets promptly upon receipt of invoices therefor and the Trust Protector's written undertaking.
The indemnification rights provided in this Section 4.1 shall not be exclusive of any other rights to which the Trust Protector may be entitled under applicable law, the Trust Agreement, or any other agreement.
ARTICLE V — MISCELLANEOUS PROVISIONS
Section 5.1 — Governing Law.
This Instrument shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with the governing law of the Trust Agreement. Any action, suit, or proceeding arising out of or relating to this Instrument shall be brought exclusively in the courts of the State of Delaware or the United States District Court for the District of Delaware, and each of the parties hereto and the signatories hereof hereby consents to the exclusive jurisdiction and venue of such courts.
Section 5.2 — Relation to Trust Agreement.
This Instrument is supplemental to, and shall be read and construed in conjunction with, the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023. This Instrument is intended to implement the provisions of Article IX of the Trust Agreement authorizing the designation of a Trust Protector and to set forth the terms of such designation and the acceptance thereof. In the event of any conflict or inconsistency between the provisions of this Instrument and the provisions of the Trust Agreement, the Trust Agreement shall control and shall be given precedence, except to the extent that the Trust Agreement expressly provides that the Trust Protector may modify its provisions pursuant to the powers granted herein or therein.
Section 5.3 — Severability.
If any provision of this Instrument, or the application of any provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of this Instrument, which shall continue in full force and effect and shall be construed and enforced as if the invalid, illegal, or unenforceable provision had not been included herein. The parties intend that each provision of this Instrument shall be interpreted in a manner that renders it valid and enforceable to the fullest extent permitted by applicable law.
Section 5.4 — No Third-Party Beneficiaries.
This Instrument is entered into solely for the benefit of the Trust, the Grantor, the Trustees, the Trust Protector, and the beneficiaries of the Trust, and nothing in this Instrument shall be construed to create or confer upon any third party any rights, remedies, claims, or causes of action. No creditor, assignee, or other third party shall have any right to enforce any provision of this Instrument.
Section 5.5 — Counterparts.
This Instrument may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of a counterpart by facsimile, electronic mail transmission of a PDF copy, or other electronic means shall have the same force and effect as delivery of an original executed counterpart.
EXECUTION BY GRANTOR
IN WITNESS WHEREOF, the undersigned Grantor has executed this Trust Protector Designation and Acceptance Instrument as of the date set forth below.
GRANTOR:
________________________________________
Jonathan R. Caldwell as Grantor of the Caldwell Family Dynasty Trust
Date: April 1, 2023
Address:
418 East 72nd Street, Apt. 14A New York, New York 10021
NOTARIZATION — GRANTOR
STATE OF NEW YORK COUNTY OF NEW YORK
On this __ day of April, 2023, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Jonathan R. 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
Printed Name: ________
Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
ACCEPTANCE OF APPOINTMENT AS TRUST PROTECTOR
Victoria Chambers, Esq., a partner of Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, hereby accepts the appointment as Trust Protector of the Caldwell Family Dynasty Trust, an irrevocable trust established by Jonathan Robert Caldwell pursuant to a Trust Agreement dated April 1, 2023, with situs in the State of Delaware and governed by the laws of the State of Delaware.
Acknowledgments. In accepting the appointment as Trust Protector, Victoria Chambers hereby acknowledges each of the following:
1.  Receipt and Review of Trust Agreement. Victoria Chambers acknowledges that she has received a complete copy of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023, including all schedules, exhibits, and amendments thereto (if any), and that she has reviewed the Trust Agreement and is familiar with its terms and provisions.
2.  Non-Fiduciary Capacity. Victoria Chambers acknowledges that she will serve as Trust Protector in a non-fiduciary capacity, as set forth in Article I, Section 1.2 of the Trust Protector Designation and Acceptance Instrument executed by the Grantor (the "Designation Instrument") and in Article IX of the Trust Agreement. She further acknowledges that she shall not be deemed a trustee, co-trustee, or fiduciary of the Trust, and that she shall not owe fiduciary duties to the Trust, the Grantor, the Trustees, or any beneficiary in connection with her service as Trust Protector.
3.  Scope of Powers. Victoria Chambers acknowledges the scope of her powers as set forth in Article II of the Designation Instrument, including, without limitation: (a) the power to amend, modify, or supplement the administrative provisions of the Trust Agreement; (b) the power to change the situs and governing law of the Trust; (c) the power to remove and appoint Trustees of the Trust; and (d) the power to add or modify provisions of the Trust Agreement relating to the office of Trust Protector.
4.  Limitations on Powers. Victoria Chambers acknowledges the limitations on her powers as set forth in Section 2.2 of the Designation Instrument, including the prohibition on making distributions, adding or removing beneficiaries, altering the HEMS distribution standard, modifying the Distribution Committee structure or the $100,000-per-beneficiary-per-year approval threshold (except for purely administrative procedural modifications), revoking or terminating the Trust, and exercising any power in a manner that would cause adverse federal estate tax, generation-skipping transfer tax, or income tax consequences.
5.  No Duty to Act. Victoria Chambers acknowledges that she is under no duty to exercise or refrain from exercising any power granted to her under the Designation Instrument or the Trust Agreement, and that her decision not to exercise any power, for any reason or for no reason, shall not give rise to any liability on her part.
6.  Term of Service and Succession. Victoria Chambers acknowledges that her service as Trust Protector is subject to the terms regarding resignation, removal, and succession set forth in Article III of the Designation Instrument, including the right to resign upon thirty (30) days' written notice and the right of the beneficiaries to remove her by unanimous written instrument.
Disclosure. Victoria Chambers hereby discloses the following in connection with her acceptance of appointment as Trust Protector:
Victoria Chambers serves as the Responsible Partner at Calderwood & Harkness LLP for the engagement between Calderwood & Harkness LLP and the Caldwell family. Calderwood & Harkness LLP has served as counsel to Jonathan R. Caldwell, the Grantor, in connection with the establishment and implementation of the Caldwell generational estate plan, including the creation of the Caldwell Family Dynasty Trust, under Calderwood & Harkness LLP Matter Number 1034-00004. Victoria Chambers has been actively involved in the structuring, drafting, and implementation of the Trust and the related estate planning documents.
Victoria Chambers hereby confirms that, in accepting the appointment as Trust Protector, she is acting in her individual professional capacity as Trust Protector and not in her capacity as counsel to any party, including the Grantor, the Trustees, or any beneficiary. While she may continue to serve as Responsible Partner at Calderwood & Harkness LLP for matters related to the Caldwell family, her role as Trust Protector is separate and distinct from her role as legal counsel. To the extent that any conflict of interest arises between her role as Trust Protector and her role as counsel, Victoria Chambers will address such conflict in accordance with applicable rules of professional conduct.
IN WITNESS WHEREOF, the undersigned has executed this Acceptance of Appointment as Trust Protector as of the date set forth below.
TRUST PROTECTOR:
________________________________________
Victoria Chambers, Esq.
Date: April 1, 2023
Printed Name: Victoria Chambers
Title/Capacity: Trust Protector, Caldwell Family Dynasty Trust; Partner, Calderwood & Harkness LLP
Address:
Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
NOTARIZATION — TRUST PROTECTOR
STATE OF NEW YORK COUNTY OF NEW YORK
On this __ day of April, 2023, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Victoria Chambers, 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 she executed the same in her authorized capacity and that by her 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
Printed Name: ________
Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
ACKNOWLEDGMENT OF RECEIPT BY TRUSTEES
The undersigned Trustees of the Caldwell Family Dynasty Trust hereby acknowledge receipt of the foregoing Trust Protector Designation and Acceptance Instrument, including the Grantor's designation of Victoria Chambers, Esq., as Trust Protector and Victoria Chambers's acceptance of such appointment. Each undersigned Trustee further acknowledges the scope of powers and the limitations on powers of the Trust Protector as set forth in the Designation Instrument and in Article IX of the Trust Agreement dated April 1, 2023.
FAMILY TRUSTEE
Thomas R. Caldwell, in his capacity as Family Trustee of the Caldwell Family Dynasty Trust, hereby acknowledges receipt of this Trust Protector Designation and Acceptance Instrument. Thomas R. Caldwell acknowledges the appointment of Victoria Chambers, Esq., as Trust Protector of the Trust, acknowledges the scope of powers granted to the Trust Protector as set forth in Article II of this Instrument, and acknowledges the limitations on such powers as set forth in Section 2.2 of this Instrument.
FAMILY TRUSTEE:
________________________________________
Thomas R. Caldwell as Family Trustee of the Caldwell Family Dynasty Trust
Date: ________
Address:
55 Perry Street, Unit 3 New York, New York 10014
INSTITUTIONAL TRUSTEE
Northgate Trust Company of Delaware, in its capacity as Institutional Trustee of the Caldwell Family Dynasty Trust, by its authorized officer Philip A. Rossiter, Senior Vice President, Trust Administration, hereby acknowledges receipt of this Trust Protector Designation and Acceptance Instrument. Northgate Trust Company of Delaware acknowledges the appointment of Victoria Chambers, Esq., as Trust Protector of the Trust, acknowledges the scope of powers granted to the Trust Protector as set forth in Article II of this Instrument, and acknowledges the limitations on such powers as set forth in Section 2.2 of this Instrument.
INSTITUTIONAL TRUSTEE:
NORTHGATE TRUST COMPANY OF DELAWARE
By: ________
Name: Philip A. Rossiter
Title: Senior Vice President, Trust Administration
Date: ________
Address:
Northgate Trust Company of Delaware 1201 North Market Street, Suite 1600 Wilmington, Delaware 19801
EXHIBIT A
Copy of Relevant Trust Agreement Provisions (For Convenience of Reference Only)
This Exhibit A contains excerpts from the Caldwell Family Dynasty Trust Agreement dated April 1, 2023, consisting of the following provisions relating to the designation, powers, and non-fiduciary nature of the Trust Protector:
•  Article IX — Trust Protector (complete text)
•  Section 9.1 — Authorization and Direction to Designate Trust Protector
•  Section 9.2 — Non-Fiduciary Capacity of Trust Protector
•  Section 9.3 — Enumerated Powers of Trust Protector
•  Section 9.4 — Limitations on Powers of Trust Protector
•  Section 9.5 — Exercise of Powers; Written Instrument Requirement
•  Section 9.6 — Compensation and Expense Reimbursement
•  Section 9.7 — Term of Service; Resignation; Removal
•  Section 9.8 — Successor Trust Protector; Vacancy
•  Section 9.9 — Indemnification of Trust Protector
•  Section 9.10 — No Duty to Act; Exculpation
NOTE: This Exhibit A is included solely for the convenience of reference of the parties to this Instrument and their respective advisors. The excerpts set forth herein are not intended to, and shall not, supersede, modify, amend, or in any way alter the terms and provisions of the Trust Agreement of the Caldwell Family Dynasty Trust dated April 1, 2023. In the event of any discrepancy between the text of this Exhibit A and the Trust Agreement, the Trust Agreement shall control in all respects. The complete and definitive text of the Trust Agreement is on file with Northgate Trust Company of Delaware, as Institutional Trustee, and with Calderwood & Harkness LLP, as counsel to the Grantor.
[Relevant provisions of Article IX of the Trust Agreement to be attached hereto.]

TRUST PROTECTOR DESIGNATION AND ACCEPTANCE

RECITALS

EXECUTION BY GRANTOR

GRANTOR:

STATE OF NEW YORK COUNTY OF NEW YORK

ACCEPTANCE OF APPOINTMENT AS TRUST PROTECTOR

TRUST PROTECTOR:

STATE OF NEW YORK COUNTY OF NEW YORK

ACKNOWLEDGMENT OF RECEIPT BY TRUSTEES

FAMILY TRUSTEE

FAMILY TRUSTEE:

INSTITUTIONAL TRUSTEE

INSTITUTIONAL TRUSTEE:

NORTHGATE TRUST COMPANY OF DELAWARE

EXHIBIT A

Record

Parties

Dates

Amounts